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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HOST MARRIOTT, L.P.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-2095412
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
10400 Fernwood Road, Bethesda, Maryland 20817
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12 (b) of the securities pursuant to
Exchange Act and is effective Section 12 (g) of the Exchange
pursuant to General Instruction Act and is effective pursuant
A. (c), please check the following to General Instruction A. (d),
box. [_] please check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-55807
(If applicable)
Securities to be registered pursuant to Section 12 (b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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(none)
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Securities to be registered pursuant to Section 12 (g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)
6.56% Callable Notes due December 15, 2005
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information required by Item 1 is set forth under the captions
"Description of OP Units" and "Description of the Notes" in the
Prospectus/Consent Solicitation Statement which forms a part of the Registrant's
Registration Statement on Form S-4 (File No. 333-55807) (the "Registration
Statement"), which Prospectus/Consent Solicitation Statement was filed by the
Registrant pursuant to Rule 424(b) on October 13, 1998, and which descriptions
are incorporated herein by this reference and qualified in their entirety by
reference to (i) the Registrant's Form of Second Amended and Restated Agreement
of Limited Partnership, (ii) the Form of Indenture between Host Marriott, L.P.,
as Issuer, and Marine Midland Bank, as Trustee and (iii) the Form of 6.56%
Callable Note due December 15, 2005, each filed as an exhibit to such
Registration Statement.
Item 2. Exhibits.
The following documents are being filed as exhibits to this registration
statement.
Exhibit Number Description
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1 Form of Second Amended and Restated
Agreement of Limited Partnership of Host
Marriott, L.P. (incorporated by reference to
exhibit 3.1 of the Registration Statement)
2 Form of Indenture between Host Marriott,
L.P., as Issuer, and Marine Midland Bank, as
Trustee (incorporated by reference to
exhibit 4.1 of the Registration Statement)
3 Form of 6.56% Callable Note due December 15,
2005 (incorporated by reference to exhibit
4.1 of the Registration Statement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Host Marriott, L.P.
By: HMC Real Estate L.L.C.
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as general partner of Host Marriott, L.P.
Date: November 20, 1998 By: /s/ Robert E. Parsons, Jr.
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Name: Robert E. Parsons, Jr.
Title: President
