UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
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)
March 30, 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.
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Page 2 of 38
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* 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.
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).
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CUSIP No. _____________ Page 3 of 38
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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
4.7%
(14) TYPE OF REPORTING PERSON
PN
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CUSIP No. _____________ Page 4 of 38
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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
1.4%
(14) TYPE OF REPORTING PERSON
PN
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CUSIP No. _____________ Page 5 of 38
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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
4.0%
(14) TYPE OF REPORTING PERSON
PN
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CUSIP No. _____________ Page 6 of 38
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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
0.3%
(14) TYPE OF REPORTING PERSON
PN
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CUSIP No. _____________ Page 7 of 38
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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
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CUSIP No. _____________ Page 8 of 38
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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
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CUSIP No. _____________ Page 9 of 38
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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.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
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CUSIP No. _____________ Page 10 of 38
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(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
1.7%
(14) TYPE OF REPORTING PERSON
PN
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CUSIP No. _____________ Page 11 of 38
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(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
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CUSIP No. _____________ Page 12 of 38
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(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
1.2%
(14) TYPE OF REPORTING PERSON
PN
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CUSIP No. _____________ Page 13 of 38
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(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
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CUSIP No. _____________ Page 14 of 38
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(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 :
: 494,392
: (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>
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CUSIP No. _____________ Page 15 of 38
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(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
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CUSIP No. _____________ Page 16 of 38
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(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 :
: 87,132
: (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>
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CUSIP No. _____________ Page 17 of 38
- ---------------------------------------------------------------------------
(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
1.1%
(14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
CUSIP No. _____________ Page 18 of 38
- ---------------------------------------------------------------------------
(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>
<PAGE>
CUSIP No. _____________ Page 19 of 38
- ---------------------------------------------------------------------------
(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>
<PAGE>
CUSIP No. _____________ Page 20 of 38
- ---------------------------------------------------------------------------
(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>
<PAGE>
CUSIP No. _____________ Page 21 of 38
- ---------------------------------------------------------------------------
(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>
<PAGE>
CUSIP No. _____________ Page 22 of 38
- ---------------------------------------------------------------------------
(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>
<PAGE>
CUSIP No. _____________ Page 23 of 38
- ---------------------------------------------------------------------------
(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
3.0%
(14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
CUSIP No. _____________ Page 24 of 38
- ---------------------------------------------------------------------------
(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
10.0%
(14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
CUSIP No. _____________ Page 25 of 38
- ---------------------------------------------------------------------------
(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
11.3%
(14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
CUSIP No. _____________ Page 26 of 38
- ---------------------------------------------------------------------------
(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
3.8%
(14) TYPE OF REPORTING PERSON
OO
<PAGE>
<PAGE>
CUSIP No. _____________ Page 27 of 38
- ---------------------------------------------------------------------------
(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
11.3%
(14) TYPE OF REPORTING PERSON
OO
<PAGE>
<PAGE>
CUSIP No. _____________ Page 28 of 38
- ---------------------------------------------------------------------------
(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
15.0%
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
<PAGE>
CUSIP No. _____________ Page 29 of 38
- ---------------------------------------------------------------------------
(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
15.0%
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
<PAGE>
CUSIP No. _____________ Page 30 of 38
- ---------------------------------------------------------------------------
(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
12.9%
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
<PAGE>
CUSIP No. _____________ Page 31 of 38
- ---------------------------------------------------------------------------
(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>
<PAGE>
Page 32 of 38
AMENDMENT NO. 1
The Statement on Schedule 13D relating to the Class A partnership
units ("OP Units") of Host Marriott, L.P. (the "Issuer") initially filed on
January 12, 1999 (the "Initial Statement"), by Blackstone Real Estate
Partners II L.P. ("BRE II"), Blackstone Real Estate Holdings II L.P. ("BREH
II"), Blackstone Real Estate Partners II.TE.1 L.P. ("BRE II TE 1") Blackstone
Real Estate Partners II.TE.2 L.P. ("BRE II TE 2"), Blackstone Real Estate
Partners II.TE.3 L.P. ("BRE II TE 3"), Blackstone Real Estate Partners
II.TE.4 L.P. ("BRE II TE 4"), Blackstone Real Estate Partners II.TE.5 L.P.
("BRE II TE 5"), Blackstone Real Estate Partners I L.P. ("BRE I"), Blackstone
Real Estate Partners Two L.P. ("BRE Two"), Blackstone Real Estate Partners
Three L.P. ("BRE Three"), Blackstone Real Estate Partners IV L.P. ("BRE IV"),
Blackstone RE Capital Partners L.P. ("BRECP"), Blackstone RE Capital Partners
II L.P. ("BRECP II"), Blackstone RE Offshore Capital Partners L.P. ("BOC"),
Blackstone Real Estate Holdings L.P. ("BREH"), CR/RE L.L.C. ("CRRE"), BRE
Logan Hotel Inc. ("Logan"); BRE/Cambridge L.L.C. ("Cambridge"), BRE/Ceriale
L.L.C. ("Ceriale"), RTZ Management Corp. ("RTZ"), Blackstone Real Estate
Associates L.P. ("BREA"), Blackstone Real Estate Associates II L.P. ("BREA
II"), Blackstone Real Estate Management Associates II L.P. ("BREMA II"), BREA
L.L.C. ("BREA LLC"), BREA II L.L.C. ("BREA II LLC"), Peter G. Peterson
("Peterson"), Stephen A. Schwarzman ("Schwarzman") and John G. Schreiber
("Schreiber"), is hereby amended as set forth herein. Responses to each item
below may be incorporated by reference into each other item, as applicable.
Capitalized terms used herein but not defined shall have the meanings set
forth in the Initial Statement.
Item 2. Identity and Background.
Item 2 is hereby amended by adding the following text immediately
after the fifth paragraph and before the sixth paragraph thereof:
The definition of "Reporting Persons" above is amended to include
John Ceriale, who is a member with sole beneficial ownership of CRRE. His
principal business address is 345 Park Avenue, 31st Floor, New York, New York
10154. John Ceriale is a United States citizen. John Ceriale is an employee
and partner of affiliates of Blackstone Real Estate Advisors L.P., which is
an affiliate of The Blackstone Group L.P., at 345 Park Avenue, 31st Floor,
New York, New York 10154, and his present principal occupation or employment
is making real estate-related investments.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following text at the end
thereof:
<PAGE>
<PAGE>
Page 33 of 38
BRE II, BREH II, BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE
4, BRE II TE 5, BRE I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC,
BREH, CRRE, Logan, Cambridge and RTZ acquired an additional 3,292,526 OP
Units (the "Additional OP Units") in exchange for the right to receive
2,686,387 shares of Crestline Capital Corporation and $167,283 in cash, as
provided for in the Contribution Agreement.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following text at the end
thereof:
The Additional OP Units were acquired by the Reporting Persons in
accordance with the Contribution Agreement as a result of certain tax
considerations.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby deleted in its entirety and replaced by the
following text:
Pursuant to the Contribution Agreement, the Additional OP Units,
which consists of 3,292,526 OP Units, were issued effective January 1, 1999
at a price of $11.09 per OP Unit. The number of Additional OP Units issued
was based upon the average closing share price of Host Marriott Corporation
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 4.6% of the outstanding OP Units; all
percentages herein are as of March 31, 1999, based upon best available
information as of the date hereof), 3,737,981 (1.3%), 11,204,854 (3.8%),
484,448 (0.2%), 2,303,484 (0.8%), 468,555 (0.2%) and 985,554 (0.3%) 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 4,356,783
(1.5%), 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 (0.8%)
OP Units, 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%) OP Units, respectively.
Such OP Units represent, in the aggregate, 43,778,760 OP Units, or
approximately 15.0% of the total number of OP Units outstanding as of March
31, 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
<PAGE>
<PAGE>
Page 34 of 38
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 the 263,025 (0.1%) 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 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 OP Units
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%) OP Units 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 OP Units 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 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 8,824,632 (3.0%) 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 29,230,871 (10.0%)
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 37,587,033 (12.9%) OP Units which may be deemed to be
beneficially owned by BREA and BREA II.
<PAGE>
<PAGE>
Page 35 of 38
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
11,219,329 (3.8%) OP Units.
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 32,968,852 (11.3%) 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
32,968,852 (11.3%) 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
power) and, accordingly, may be deemed to beneficially own 43,751,682 (15.0%)
OP Units.
By reason of his status as a member with sole beneficial ownership
of CRRE, John Ceriale may be deemed to beneficially own, in the aggregate,
the 495,548 (0.2%) OP Units beneficially owned by CRRE. As of the date of
this filing, John 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 OP Units
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 OP Units, except for (i) the
40,486,234 OP Units at $20.00 per OP Unit issued on December 30, 1999
pursuant to the Contribution Agreement, as disclosed in the Initial
Statement, and (ii) 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
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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 7. Material to be filed as Exhibits.
Item 7 is hereby amended by adding the following text after
Exhibit 1 thereof:
Exhibit 1A Second Joint Filing Agreement and Power of Attorney dated as
of May 2, 1999, among the Reporting Persons relating to the
filing of a joint statement on Schedule 13D.
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 5, 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.
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Page 37 of 38
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.
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
By: /s/ Gary M. Sumers
------------------------------
Name: Gary M. Sumers
Title: Attorney-in-fact
/s/ John Ceriale
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John Ceriale
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Page 38 of 38
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, incorporated by
reference to Exhibit 1 to the Initial Statement.
Exhibit 1A Second Joint Filing Agreement and Power of Attorney dated as
of May 5, 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
(Registration No. 333-55807).
Exhibit 3 Contribution Agreement, dated as of April 16, 1998, 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 (Registration No. 333-55807).
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
(Registration No. 333-55807).
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
(Registration No. 333-55807).
Exhibit 6 Closing Agreement, dated as of December 30, 1998, between
Host Marriott Corporation, the Issuer and the Contributors
(as defined therein), incorporated by reference to Exhibit 6
to the Initial Statement.
Exhibit 1A to
Schedule 13D
SECOND JOINT FILING AGREEMENT AND POWER OF ATTORNEY
WHEREAS, the signatories of this Agreement (except for John
Ceriale) entered into and executed that certain Joint Filing Agreement
and Power of Attorney dated as of January 8, 1999 and filed on January
12, 1999 as Exhibit 1 to the Schedule 13D relating to the Class A
partnership units (the "OP Units") of Host Marriott L.P. (the "Issuer");
and
WHEREAS, John Ceriale wishes to enter into and execute this
Agreement with such other signatories;
NOW, THEREFORE, we, all the signatories of the statement on
Schedule 13D relating to the OP Units 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 5, 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 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.
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
BLACKSTONE REAL ESTATE HOLDINGS L.P.
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CR/RE L.L.C.
BRE LOGAN HOTEL INC.
BRE/CAMBRIDGE L.L.C.
RTZ MANAGEMENT CORP.
BRE/CERIALE L.L.C.
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
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
By: /s/ Gary M. Sumers
---------------------------------
Name: Gary M. Sumers
Title: Attorney-in-fact
/s/ John Ceriale
---------------------------
John Ceriale
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