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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
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 Corporation
(Exact name of Registrant as specified in its charter)
MARYLAND 53-0085950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10400 Fernwood Road 20817-1109
Bethesda, Maryland (Zip Code)
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [_]
Securities Act registration statement file number to which this form relates:
333-67907
---------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
10% Class B Cumulative Redeemable Preferred Stock, par value $.01 per share
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
A complete description of the 10% Class A Cumulative Redeemable
Preferred Stock, par value $.01 per share, of Host Marriott Corporation (the
"Registrant"), which is to be registered hereunder is contained under the
caption "Description of the Class B Preferred Stock" in the Prospectus
Supplement, dated November 19, 1999, to Prospectus, dated December 30, 1998,
relating to the offering of 4,000,000 shares of Preferred Stock of the
Registrant (4,600,000 shares if the underwriters' overallotment option is
exercised in full) which was filed pursuant to 424(b) by the Registrant with the
Securities and Exchange Commission on November 23, 1999. Such description is
hereby incorporated by reference.
Item 2. Exhibits
The following exhibits are filed herewith or are incorporated by
reference as indicated below.
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------------- ------------------------------------------------------------------------
<C> <S>
3.1 Articles of Amendment and Restatement of Articles of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1 of Host
Marriott Corporation Registration Statement No. 333-67907).
4.1 Form of Articles Supplementary for the 10% Class B Cumulative
Redeemable Preferred Stock of the Registrant.
4.2 Specimen Certificate for shares of 10% Class B Cumulative
Redeemable Preferred Stock of the Registrant.
</TABLE>
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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 CORPORATION
Date: November 23, 1999 By: /s/ Christopher G. Townsend
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Name: Christopher G. Townsend
Title: Senior Vice President and
Corporate Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------------- --------------------------------------------------------------
<C> <S>
3.1 Articles of Amendment and Restatement of Articles of
Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 of Host Marriott Corporation Registration Statement
No. 333-67907).
4.1 Form of Articles Supplementary for the 10% Class B Cumulative
Redeemable Preferred Stock of the Registrant.
4.2 Specimen Certificate for shares of 10% Class B Cumulative
Redeemable Preferred Stock of the Registrant.
</TABLE>
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Exhibit 4.1
HOST MARRIOTT CORPORATION
ARTICLES SUPPLEMENTARY
HOST MARRIOTT CORPORATION, a Maryland corporation having its principal
Maryland office in Bethesda, Maryland (the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to authority expressly vested in the board of directors
(the "Board of Directors") of the Corporation by the charter of the Corporation
(the "Charter"), the Board of Directors of the Corporation at a duly convened
meeting held on November 2, 1999 has duly reclassified 4,600,000 shares of
preferred stock (par value $0.01 per share) ("Preferred Stock") of the
Corporation into 4,600,000 shares of a series designated as 10% Class B
Cumulative Redeemable Preferred Stock (par value $0.01 per share) of the
Corporation ("Class B Preferred Stock").
SECOND: The reclassification increases the number of shares classified as
Class B Preferred Stock from no shares immediately prior to the reclassification
to 4,600,000 shares immediately after the reclassification. The
reclassification decreases the number of shares classified as Preferred Stock
(par value $0.01 per share) from 44,750,000 shares immediately prior to the
reclassification to 40,150,000 shares immediately after the reclassification.
THIRD: The following is a description of the preferences, conversion and
other rights, powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of the Class B Preferred Stock of the
Corporation:
10% Class B Cumulative Redeemable Preferred Stock
1. Designation and Amount. A series of Preferred Stock of the
----------------------
Corporation, designated as the "10% Class B Cumulative Redeemable Preferred
Stock" (the "Class B Preferred Stock"), par value $0.01 per share, is
hereby established. The number of authorized shares of Class B Preferred
Stock is 4,600,000.
2. Ranking. In respect of rights to the payment of dividends and the
-------
distribution of assets in the event of any liquidation, dissolution or
winding up of the Corporation, the Class B Preferred Stock ranks
(i) senior to the Corporation's common stock, par value $0.01 per share
(the "Common Stock"), senior to the Corporation's Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Junior
Participating Series A Preferred Stock") and senior to any other class or
series of capital stock of the Corporation other than capital stock
referred to in clauses (ii) and (iii) of this sentence, (ii) on a parity
with the Corporation's 10% Class A Cumulative Redeemable Preferred Stock
and any other class or series of capital stock of the Corporation the
terms of which specifically provide that such class or series of capital
stock ranks on a parity with the Class B Preferred Stock as to the
payment of dividends and the distribution of assets in the event of any
liquidation,
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dissolution or winding up of the Corporation, and (iii) junior to any class
or series of capital stock of the Corporation the terms of which
specifically provide that such class or series of capital stock ranks
senior to the Class B Preferred Stock as to the payment of dividends and
the distribution of assets in the event of any liquidation, dissolution or
winding up of the Corporation. The term "capital stock" does not include
convertible debt securities.
3. Dividends.
---------
(a) Subject to the preferential rights of the holders of any
class or series of capital stock of the Corporation ranking senior to
the Class B Preferred Stock as to dividends, the holders of the
outstanding shares of Class B Preferred Stock will be entitled to
receive, when, as and if authorized by the Board of Directors of the
Corporation (the "Board of Directors") and declared by the
Corporation, out of funds legally available for the payment of
dividends, cumulative cash dividends at the rate of 10% per annum of
the $25.00 per share liquidation preference of the Class B Preferred
Stock (equivalent to an annual rate of $2.50 per share). Such
dividends will accrue daily, will accrue and be cumulative from
November 29, 1999 (the "Original Issue Date") and will be payable
quarterly in arrears in cash on January 15, April 15, July 15 and
October 15 (each, a "Dividend Payment Date") of each year, commencing
January 15, 2000; provided, that if any Dividend Payment Date is not a
Business Day (as hereinafter defined), then the dividend which would
otherwise have been payable on such Dividend Payment Date may be paid
on the next succeeding Business Day with the same force and effect as
if paid on such Dividend Payment Date and no interest or additional
dividends or other sum will accrue on the amount so payable for the
period from and after such Dividend Payment Date to such next
succeeding Business Day. The period from and including the Original
Issue Date to but excluding the first Dividend Payment Date, and each
subsequent period from and including a Dividend Payment Date to but
excluding the next succeeding Dividend Payment Date, is hereinafter
called a "Dividend Period". Dividends will be payable to holders of
record as they appear in the stock transfer books of the Corporation
at the close of business on the applicable record date (each, a
"Record Date"), which will be the 1st day of the calendar month in
which the applicable Dividend Payment Date falls or such other date
designated by the Board of Directors that is not more than 30 nor less
than ten days prior to such Dividend Payment Date. The amount of any
dividend payable for any Dividend Period, or portion thereof, will be
computed on the basis of a 360-day year consisting of twelve 30-day
months (it being understood that the dividend payable on January 15,
2000 will be for less than a full Dividend Period). The dividends
payable on any Dividend Payment Date or any other date will include
dividends accrued to but excluding such Dividend Payment Date or other
date, as the case may be.
"Business Day" means any day, other than a Saturday or Sunday,
that is not a day on which banking institutions in The City of New
York are authorized or required by law, regulation or executive order
to be closed. All references herein to "accrued and
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unpaid" dividends on the Class B Preferred Stock (and all references
of like import) include, unless otherwise expressly stated or the
context otherwise requires, accumulated dividends, if any, on the
Class B Preferred Stock; and all references herein to "accrued and
unpaid" dividends on any other class or series of capital stock of the
Corporation include, if (and only if) such class or series of capital
stock provides for cumulative dividends and unless otherwise expressly
stated or the context otherwise requires, accumulated dividends, if
any, thereon.
(b) If any shares of Class B Preferred Stock are outstanding, no
full dividends will be authorized or declared or paid or set apart for
payment on any capital stock of the Corporation of any other class or
series ranking, as to dividends, on a parity with or junior to the
Class B Preferred Stock for any period unless full cumulative
dividends have been or contemporaneously are authorized, declared and
paid or authorized, declared and a sum sufficient for the payment
thereof set apart for such payment on the Class B Preferred Stock for
all past Dividend Periods (including, without limitation, any Dividend
Period that terminates on any date upon which dividends on such other
class or series of capital stock of the Corporation are authorized or
declared or paid or set apart for payment, as the case may be). When
such cumulative dividends are not paid in full (or a sum sufficient
for such full payment is not set apart therefor) upon the Class B
Preferred Stock and the shares of any other class or series of capital
stock of the Corporation ranking on a parity as to dividends with the
Class B Preferred Stock, all dividends authorized and declared upon
the Class B Preferred Stock and any other class or series of capital
stock of the Corporation ranking on a parity as to dividends with the
Class B Preferred Stock will be authorized and declared pro rata so
that the amount of dividends authorized and declared per share of
Class B Preferred Stock and such other class or series of capital
stock of the Corporation will in all cases bear to each other the same
ratio that accrued and unpaid dividends per share on the shares of
Class B Preferred Stock and such other class or series of capital
stock of the Corporation bear to each other.
Except as provided in the immediately preceding paragraph, unless
full cumulative dividends on the Class B Preferred Stock have been or
contemporaneously are authorized, declared and paid or authorized,
declared and a sum sufficient for the payment thereof set apart for
such payment on the Class B Preferred Stock for all past Dividend
Periods (including, without limitation, any Dividend Period that
terminates on a date that also is a Subject Date (as defined below)),
no dividends (other than in shares of Common Stock or shares of any
other class or series of capital stock of the Corporation ranking
junior to the Class B Preferred Stock as to dividends and as to the
distribution of assets upon liquidation,
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dissolution and winding up of the Corporation) will be authorized or
declared or paid or set apart for payment nor will any other
distribution be authorized or declared or made upon the Common Stock
of the Corporation or any other class or series of capital stock of
the Corporation ranking junior to or on a parity with the Class B
Preferred Stock as to dividends or as to the distribution of assets
upon liquidation, dissolution or winding up of the Corporation, and no
shares of Common Stock of the Corporation or shares of any other class
or series of capital stock of the Corporation ranking junior to or on
a parity with the Class B Preferred Stock as to dividends or as to the
distribution of assets upon liquidation, dissolution or winding up of
the Corporation will be redeemed, purchased or otherwise acquired for
any consideration (or any monies paid to or made available for a
sinking fund for the redemption of any such shares of junior or parity
stock) by the Corporation (except by conversion into or exchange for
shares of any other class or series of capital stock of the
Corporation ranking junior to the Class B Preferred Stock as to
dividends and as to the distribution of assets upon liquidation,
dissolution and winding up of the Corporation and except for the
redemption, purchase or acquisition by the Corporation of capital
stock of the Corporation of any class or series pursuant to Article
VIII (or any similar provisions) of the Charter allowing the
Corporation to redeem or repurchase shares of its capital stock to
preserve its status as a real estate investment trust (a "REIT") for
federal income tax purposes or the status of Host Marriott, L.P., a
Delaware limited partnership (the "Operating Partnership", which term
includes any successor thereto), as a partnership for federal income
tax purposes). As used in this paragraph, the term "Subject Date"
means (A) any date on which any dividends are authorized, declared or
paid or set apart for payment or other distribution authorized,
declared or made upon the Common Stock or any other class or series of
the Corporation's capital stock ranking junior to or on a parity with
the Class B Preferred Stock as to dividends or as to the distribution
of assets upon liquidation, dissolution or winding up of the
Corporation, and (B) any date on which any shares of Common Stock or
any other class or series of the Corporation's capital stock ranking
junior to or on a parity with the Class B Preferred Stock as to
dividends or as to the distribution of assets upon liquidation,
dissolution or winding up of the Corporation are redeemed, purchased
or otherwise acquired for any consideration or any money paid to or
made available for a sinking fund for the redemption of any such
shares of junior or parity stock by the Corporation.
(c) No dividends on the Class B Preferred Stock will be authorized
or declared or paid or set apart for payment at such time as any
agreement of the Corporation, including any agreement relating to its
indebtedness, prohibits such declaration, payment or setting apart for
payment or provides that such declaration, payment or setting apart
for payment would constitute a breach thereof or a default thereunder,
or if such declaration, payment or setting apart for payment will be
restricted or prohibited by applicable law.
Anything in these Articles Supplementary to the contrary
notwithstanding (including, without limitation, the provisions set
forth in the immediately preceding paragraph), dividends on the Class
B Preferred Stock will accrue and be cumulative from the Original
Issue Date whether or not the Corporation has earnings, whether or not
there are funds legally available for the payment of such dividends
and whether or not such dividends are authorized or declared.
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(d) No interest, or sum of money in lieu of interest, will be
payable in respect of any dividend payment or payments on the Class B
Preferred Stock which may be in arrears, and holders of the Class B
Preferred Stock will not be entitled to any dividends, whether payable
in cash, securities or other property, in excess of the full
cumulative dividends described herein.
(e) Any dividend payment made on the Class B Preferred Stock will
first be credited against the earliest accrued but unpaid dividend due
with respect to the Class B Preferred Stock.
(f) If, for any taxable year, the Corporation elects to designate
as "capital gain dividends" (as defined in Section 857 of the Internal
Revenue Code of 1986, as amended (the "Code")), any portion (the
"Capital Gains Amount") of the dividends (within the meaning of the
Code) paid or made available for the year to holders of all classes
and series of the Corporation's capital stock (the "Total Dividends"),
then the portion of the Capital Gains Amount that is allocable to the
holders of the Class B Preferred Stock will be an amount equal to (A)
the total Capital Gains Amount multiplied by (B) a fraction (1) the
numerator of which is equal to the total dividends (within the meaning
of the Code) paid or made available to the holders of the Class B
Preferred Stock for that year and (2) the denominator of which is the
Total Dividends for that year.
4. Liquidation Preference.
----------------------
(a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, then, before any distribution or
payment is made to the holders of any Common Stock of the Corporation
or shares of any other class or series of capital stock of the
Corporation ranking junior to the Class B Preferred Stock as to the
distribution of assets upon liquidation, dissolution or winding up of
the Corporation, but subject to the preferential rights of the holders
of shares of any class or series of capital stock of the Corporation
ranking senior to the Class B Preferred Stock as to such distribution
of assets upon such liquidation, dissolution or winding up, the
holders of the shares of Class B Preferred Stock then outstanding will
be entitled to receive and to be paid out of the assets of the
Corporation legally available for distribution to its shareholders
liquidating distributions in the amount of $25.00 per share, plus an
amount equal to all accrued and unpaid dividends thereon to the date
of payment.
(b) After payment to the holders of the Class B Preferred Stock of
the full amount of the liquidating distributions (including accrued
and unpaid dividends) to which they are entitled, the holders of Class
B Preferred Stock, as such, will have no right or claim to any of the
remaining assets of the Corporation.
(c) If, upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the assets of the Corporation
legally available for distribution
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to its shareholders are insufficient to pay the full amount of
liquidating distributions on all outstanding shares of Class B
Preferred Stock and the full amount of the liquidating distributions
payable on all outstanding shares of any other classes or series of
capital stock of the Corporation ranking on a parity with the Class B
Preferred Stock as to the distribution of assets upon liquidation,
dissolution or winding up of the Corporation, then the holders of the
Class B Preferred Stock and all other such classes or series of
capital stock will share ratably in any such distribution of assets in
proportion to the full liquidating distributions (including, if
applicable, accrued and unpaid dividends) to which they would
otherwise respectively be entitled.
(d) If liquidating distributions are made in full to all holders of
Class B Preferred Stock and any other classes or series of capital
stock of the Corporation ranking on a parity with the Class B
Preferred Stock as to the distribution of assets upon liquidation,
dissolution or winding up of the Corporation, then, the remaining
assets of the Corporation will be distributed among the holders of any
other classes or series of capital stock of the Corporation ranking
junior to the Class B Preferred Stock as to the distribution of assets
upon liquidation, dissolution or winding up, according to their
respective rights and preferences.
(e) For purposes of this Section 4, neither the consolidation or
merger of the Corporation with or into any other corporation, trust or
other entity, nor the sale, lease or conveyance of all or
substantially all of the property or business of the Corporation, will
be deemed to constitute a liquidation, dissolution or winding up of
the Corporation.
5. Redemption.
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(a) The Class B Preferred Stock is not redeemable prior to April
29, 2005, except that the Corporation will be entitled, pursuant to
the provisions of Article VIII (or any similar provision) of the
Charter, to redeem, purchase or acquire shares of Class B Preferred
Stock in order to preserve the status of the Corporation as a REIT for
federal income tax purposes or the status of the Operating Partnership
as a partnership for federal income tax purposes. Any date fixed for
the redemption of shares of Class B Preferred Stock is hereinafter
called a "Redemption Date".
(b) On and after April 29, 2005, the Corporation may, at its
option, upon not less than 30 nor more than 60 days' prior written
notice to the holders of record of the Class B Preferred Stock to be
redeemed, redeem the Class B Preferred Stock, in whole or from time to
time in part, for a cash redemption price equal to $25.00 per share
together with (except as provided in Section 6(f) below) all accrued
and unpaid dividends to the date fixed for redemption (the "Optional
Redemption Price").
(c) In the event of any redemption of Class B Preferred Stock
pursuant to Article VIII (or any similar provision) of
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the Charter in order to preserve the status of the Corporation as a
REIT for federal income tax purposes or the status of the Operating
Partnership as a partnership for federal income tax purposes, such
redemption shall be made on the terms and subject to the conditions
set forth in Article VIII of the Charter and in accordance with the
further terms and conditions set forth in this Section 5(c) and
Section 6 of these Articles Supplementary. If the Corporation calls
for redemption any shares of Class B Preferred Stock pursuant to and
in accordance with such provisions of Article VIII of the Charter and
this Section 5(c), then, anything in the Charter to the contrary
notwithstanding, the redemption price for such shares will be an
amount in cash equal to $25.00 per share together with (except as
provided in Section 6(f) below) all accrued and unpaid dividends to
the date fixed for redemption (the "Charter Redemption Price").
Anything in these Articles Supplementary to the contrary
notwithstanding, the provisions of this Section 5(c) shall apply only
to the redemption of Class B Preferred Stock pursuant to Article VIII
(or any similar provisions) of the Charter and not to any other
purchase or acquisition of shares of Class B Preferred Stock pursuant
to Article VIII (or any similar provisions) of the Charter.
(d) Any redemption of shares of Class B Preferred Stock, whether
pursuant to paragraph (b) or (c) of this Section 5, will be made in
accordance with the applicable provisions set forth in Section 6
below.
6. Procedures for Redemption; Limitations on Redemption.
----------------------------------------------------
(a) If fewer than all of the outstanding shares of Class B
Preferred Stock are to be redeemed at the option of the Corporation
pursuant to Section 5(b) above, the number of shares to be redeemed
will be determined by the Corporation and the shares to be so redeemed
will be selected by the Corporation pro rata from the holders of
record of such shares in proportion to the number of such shares held
by such holders (as nearly as may be practicable without creating
fractional shares) or by lot or by any other equitable manner
determined by the Corporation that will not result in the transfer of
any shares of Class B Preferred Stock to a trust for the benefit of a
charitable beneficiary pursuant to Article VIII (or any similar
provision) of the Charter.
(b) Notice of redemption will be given by publication in The Wall
Street Journal or, if such newspaper is not then being published,
another newspaper of general circulation in The City of New York, such
publication to be made at least once a week for two successive weeks
commencing not less than 30 nor more than 60 days prior to the
Redemption Date, except that no such notice need be published in the
case of a redemption pursuant to Section 5(c) of these Articles
Supplementary. Notice of any redemption (whether pursuant to Section
5(b) or 5(c) of these Articles Supplementary, as the case may be) will
also be mailed by or on behalf of the Corporation, first class postage
prepaid, not less than 30 nor more than 60 days prior to the
applicable Redemption Date, addressed to each holder of record of
shares of
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Class B Preferred Stock to be redeemed at the address set forth in the
share transfer records of the Corporation; provided, that if the
Corporation reasonably concludes, based upon the advice of independent
tax counsel experienced in such matters, that any redemption made
pursuant to Section 5(c) must be made on a date (the "Early Redemption
Date") which is earlier than 30 days after the date of such mailing in
order to preserve the status of the Corporation as a REIT for federal
income tax purposes or the status of the Operating Partnership as a
partnership for federal income tax purposes or to comply with federal
tax laws relating to the Corporation's qualification as a REIT, then
the Corporation may give such shorter notice as is necessary to effect
such redemption on the Early Redemption Date. Any notice which has
been mailed in the manner provided for in the preceding sentence will
be conclusively presumed to have been duly given on the date mailed
whether or not the applicable holder receives such notice. In addition
to any information required by law or by the applicable rules of any
exchange upon which Class B Preferred Stock may be listed or admitted
to trading, such notice will state: (1) the Redemption Date; (2) the
Optional Redemption Price or the Charter Redemption Price, as the case
may be (the "Redemption Price"); (3) the number of shares of Class B
Preferred Stock to be redeemed and whether such shares are being
redeemed at the option of the Corporation pursuant to Section 5(b) or
in order to preserve the Corporation's status as a real estate
investment trust for federal income tax purposes pursuant to Section
5(c); (4) the place or places (which will include a place in the
Borough of Manhattan, The City of New York) where certificates for
such shares are to be surrendered for payment of the Redemption Price;
and (5) that dividends on the shares of Class B Preferred Stock to be
redeemed will cease to accrue on such Redemption Date. If fewer than
all of the outstanding shares of Class B Preferred Stock are to be
redeemed, the notice mailed to each holder of shares to be redeemed
will also specify the number of shares of Class B Preferred Stock to
be redeemed from such holder. No failure to mail or defect in such
mailed notice or in the mailing thereof will affect the validity of
the proceedings for the redemption of any shares of Class B Preferred
Stock except as to the holder to whom notice was defective or not
given.
(c) If notice has been published (with respect to a redemption
pursuant to Section 5(b) only) and mailed in accordance with Section
6(b) above and all funds necessary for such redemption have been
irrevocably set aside by the Corporation on or before the Redemption
Date specified in such notice, separate and apart from its other
funds, in trust for the benefit of the holders of the Class B
Preferred Stock so called for redemption, so as to be, and to continue
to be, available therefor, then, from and after the Redemption Date,
dividends on the shares of Class B Preferred Stock so called for
redemption will cease to accrue, such shares will no longer be deemed
to be outstanding, and all rights of the holders thereof as holders of
such shares (except the right to receive the Redemption Price together
with, if applicable, accrued and unpaid dividends thereon to the
Redemption Date) will terminate. In the event any Redemption Date is
not a Business Day, then payment of the Redemption Price may be made
on the next succeeding Business Day with the same force and effect as
if
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made on such Redemption Date and no interest, additional dividends
or other sum will accrue on the amount payable for the period from and
after such Redemption Date to such next succeeding Business Day.
(d) Upon surrender, in accordance with such notice, of the
certificates for any shares of Class B Preferred Stock to be so
redeemed (properly endorsed or assigned for transfer, if the
Corporation so requires and the redemption notice so states), such
shares of Class B Preferred Stock will be redeemed by the Corporation
at the Redemption Price. In case fewer than all the shares of Class B
Preferred Stock evidenced by any such certificate are redeemed, a new
certificate or certificates will be issued evidencing the unredeemed
shares of Class B Preferred Stock without cost to the holder thereof.
(e) Any deposit of monies with a bank or trust company for the
purpose of redeeming Class B Preferred Stock will be irrevocable and
such monies will be held in trust for the benefit of the holders of
Class B Preferred Stock entitled thereto, except that (1) the
Corporation will be entitled to receive from such bank or trust
company the interest or other earnings, if any, earned on the monies
so deposited in trust; and (2) any balance of the monies so deposited
by the Corporation and unclaimed by the holders of the Class B
Preferred Stock entitled thereto at the expiration of two years from
the applicable Redemption Date will be repaid, together with any
interest or other earnings earned thereon, to the Corporation and,
after any such repayment, the holders of the shares entitled to the
funds so repaid to the Corporation will look only to the Corporation
for payment without interest or other earnings thereon.
(f) Anything in these Articles Supplementary to the contrary
notwithstanding, the holders of record of shares of Class B Preferred
Stock at the close of business on a Record Date will be entitled to
receive the dividend payable with respect to such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of
such shares after such Record Date and on or prior to such Dividend
Payment Date or the Corporation's default in the payment of the
dividend due on such Dividend Payment Date, in which case the amount
payable upon redemption of such shares of Class B Preferred Stock will
not include the dividend payable on such Dividend Payment Date and the
full amount of the dividend payable on such Dividend Payment Date will
instead be paid on such Dividend Payment Date to the holders of record
at the close of business on such Record Date as aforesaid. Except as
provided in this Section 6(f) and except to the extent that accrued
and unpaid dividends are payable as part of the Redemption Price
pursuant to Section 5, the Corporation will make no payment or
allowance for unpaid dividends, regardless of whether or not in
arrears, on shares of Class B Preferred Stock called for redemption.
(g) Unless full cumulative dividends on all outstanding shares of
Class B Preferred Stock have been or contemporaneously are authorized,
declared and paid or
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authorized, declared and a sum sufficient for the payment thereof set
apart for payment for all past Dividend Periods (including, without
limitation, any Dividend Period that terminates on the date of any
redemption of shares of Class B Preferred Stock referred to below or
on the date of any direct or indirect purchase or other acquisition of
shares of Class B Preferred Stock referred to below, as the case may
be), (i) no shares of Class B Preferred Stock will be redeemed unless
all outstanding shares of Class B Preferred Stock are simultaneously
redeemed; provided, however, that the foregoing will not prevent the
redemption, repurchase or acquisition of shares of Class B Preferred
Stock pursuant to Article VIII (or any similar provision) of the
Charter in order to preserve the status of the Corporation as a REIT
for federal income tax purposes or the status of the Operating
Partnership as a partnership for federal income tax purposes or
pursuant to a purchase or exchange offer made on the same terms to the
holders of all outstanding shares of Class B Preferred Stock, and (ii)
the Corporation will not purchase or otherwise acquire, directly or
indirectly, any shares of Class B Preferred Stock (except by
conversion into or exchange for capital stock of the Corporation
ranking junior to the Class B Preferred Stock as to the payment of
dividends and as to the distribution of assets upon liquidation,
dissolution and winding up of the Corporation); provided, however,
that the foregoing will not prevent the redemption, purchase or
acquisition of shares of Class B Preferred Stock pursuant to Article
VIII (or any similar provision) of the Charter in order to preserve
the status of the Corporation as a REIT for federal income tax
purposes or the status of the Operating Partnership as a partnership
for federal income tax purposes or pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding shares of
Class B Preferred Stock.
7. Voting Rights. Except as required by law and as set forth below in
-------------
this Section 7, the holders of the Class B Preferred Stock do not have any
voting rights.
(a) Whenever dividends on any shares of Class B Preferred Stock are
in arrears for six or more Dividend Periods, whether or not such
Dividend Periods are consecutive, the number of directors then
constituting the Board of Directors of the Corporation will be
automatically increased by two (if not already increased by two by
reason of the election of directors by the holders of any other class
or series of capital stock of the Corporation upon which like voting
rights have been conferred and are exercisable and with which the
Class B Preferred Stock is entitled to vote as a class with respect to
the election of such two directors) and the holders of shares of Class
B Preferred Stock (voting together as a single class with all other
classes or series of capital stock of the Corporation upon which like
voting rights have been conferred and are exercisable and which are
entitled to vote as a class with the Class B Preferred Stock in the
election of such two directors) will be entitled to vote for the
election of a total of two additional directors of the Corporation at
a special meeting called by an officer of the Corporation at the
request of the holders of record of at least 10% of the outstanding
shares of Class B Preferred Stock or by the holders of any other class
or series of capital stock of the Corporation upon which like voting
10
<PAGE>
rights have been conferred and are exercisable and which is entitled
to vote as a class with the Class B Preferred Stock in the election of
such two additional directors (unless such request is received less
than 90 days before the date fixed for the next annual or special
meeting of shareholders of the Corporation, in which case the vote for
such two directors will be held at the earlier of the next such annual
or special meeting of shareholders), and at each subsequent annual
meeting of shareholders, until all dividends accumulated on the Class
B Preferred Stock for all past Dividend Periods and the then current
Dividend Period have been fully paid or authorized and declared and a
sum sufficient for the payment thereof set aside for payment in full,
whereupon the right of the holders of Class B Preferred Stock to elect
such two directors will cease and (unless there are one or more other
classes or series of capital stock of the Corporation upon which like
voting rights have been conferred and are exercisable) the term of
office of such two directors previously so elected will immediately
and automatically terminate, such directors will no longer be
qualified to serve and the authorized number of directors of the
Corporation will thereupon return to the number of authorized
directors otherwise in effect, but subject always to the same
provisions for the reinstatement and divestment of the right to elect
such two additional directors in the case of any such future dividend
arrearage.
In the case of any such request for a special meeting (unless such
request is received less than 90 days before the date fixed for the
next annual or special meeting of shareholders), such meeting will be
held on the earliest practicable date at the place designated by the
holders of capital stock requesting such meeting or, if none, at a
place designated by the Corporate Secretary of the Corporation, upon
notice similar to that required for an annual meeting of shareholders.
If such special meeting is not called by an officer of the Corporation
within 30 days after such request, then the holders of record of at
least 10% of the outstanding shares of Class B Preferred Stock may
designate in writing a holder of Class B Preferred Stock to call such
meeting at the expense of the Corporation, and such meeting may be
called by the holder so designated upon notice similar to that
required for an annual meetings of shareholders and will be held at
the place designated by the holder calling such meeting. At all times
that the voting rights conferred by this Section 7(a) are exercisable,
the holders of Class B Preferred Stock will have access to the stock
transfer records of the Corporation. The Corporation will pay all
costs and expenses of calling and holding any meeting and of electing
directors pursuant to this Section 7(a), including, without
limitation, the cost of preparing, reproducing and mailing the notice
of such meeting, the cost of renting a room for such meeting to be
held, and the cost of collecting and tabulating votes.
The procedures in this Section 7(a) for the calling of meetings and
the election of directors will, to the extent permitted by law,
supersede anything inconsistent contained in the Charter or Bylaws of
the Corporation and, without limitation to the foregoing, the
provisions of Sections 13(a)(2) and 13(b) of Article II of the Bylaws
of the Corporation will not be applicable to the election of directors
by holders of Class B
11
<PAGE>
Preferred Stock pursuant to this Section 7. Notwithstanding the
provisions of Section 2 of Article III of the Bylaws of the
Corporation, subject to the limitations on the number of directors set
forth in Article VII of the Charter, the number of directors
constituting the entire Board of Directors of the Corporation will be
automatically increased to include the directors to be elected
pursuant to this Section 7(a).
So long as any shares of Class B Preferred Stock are outstanding,
the number of directors constituting the entire Board of Directors of
the Corporation will at all times be such so that the exercise, by the
holders of the Class B Preferred Stock and the holders of any other
classes or series of capital stock of the Corporation upon which like
voting rights have been conferred, of the right to elect directors
under the circumstances provided above will not contravene any
provision of the Corporation's Charter or Bylaws restricting the
number of directors which may constitute the entire Board of Directors
of the Corporation.
If at any time when the voting rights conferred upon the Class B
Preferred Stock pursuant to this Section 7(a) are exercisable any
vacancy in the office of a director elected pursuant to this Section
7(a) occurs, then such vacancy may be filled only by the remaining
such director or by vote of the holders of record of the outstanding
Class B Preferred Stock and any other classes or series of capital
stock of the Corporation upon which like voting rights have been
conferred and are exercisable and which are entitled to vote as a
class with the Class B Preferred Stock in the election of directors
pursuant to this Section 7(a). Any director elected or appointed
pursuant to this Section 7(a) may be removed only by the holders of
the outstanding Class B Preferred Stock and any other classes or
series of capital stock of the Corporation upon which like voting
rights have been conferred and are exercisable and which are entitled
to vote as a class with the Class B Preferred Stock in the election of
directors pursuant to this Section 7(a), and may not be removed by the
holders of the Common Stock.
(b) So long as any shares of Class B Preferred Stock remain
outstanding, the Corporation will not, without the affirmative vote or
consent of the holders of at least two-thirds of the shares of Class B
Preferred Stock outstanding at the time, given in person or by proxy
either in writing or at a meeting (with the Class B Preferred Stock
voting separately as a class), (A) authorize, create or issue, or
increase the authorized or issued amount of, any class or series of
capital stock of the Corporation ranking senior to the Class B
Preferred Stock as to the payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up of the Corporation
or reclassify any authorized capital stock of the Corporation into
such shares, or create, authorize or issue any obligation or security
convertible into, exchangeable or exercisable for, or evidencing the
right to purchase, any such shares, or (B) amend, alter or repeal any
provisions of the Charter (including, without limitation, any
provision of these Articles Supplementary), whether by the merger,
consolidation or otherwise (an "Event"), so as to materially and
adversely affect any right, preference, privilege or voting power of
the Class B Preferred Stock or the holders thereof; provided, however,
with respect to
12
<PAGE>
the occurrence of any Event, so long as each share of Class B
Preferred Stock then outstanding remains outstanding or is converted
into like securities of the surviving or resulting entity, in each
case with the preferences, rights, privileges, voting powers and other
terms thereof materially unchanged, taking into account that upon the
occurrence of an Event the Corporation may not be the surviving entity
and the surviving entity may be a non-corporate entity, such as a
limited liability company, limited partnership or business trust, in
which case the Class B Preferred Stock would be converted into an
equity interest, other than capital stock, having preferences, rights,
privileges, voting powers and other terms which are materially
unchanged from those of the Class B Preferred Stock, the occurrence of
such Event will not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers of the Class B
Preferred Stock or the holders thereof; and provided, further, that
(i) any increase in the amount of authorized Preferred Stock or Common
Stock, (ii) any increase in the amount of authorized shares of Class B
Preferred Stock, or (iii) the creation, issuance or increase in the
amount of authorized shares of any other class or series of capital
stock of the Corporation, in each case ranking on a parity with or
junior to the Class B Preferred Stock as to the payment of dividends
and the distribution of assets upon liquidation, dissolution or
winding up of the Corporation, will not be deemed to materially and
adversely affect such rights, preferences, privileges or voting
powers. For purposes of this paragraph, the filing in accordance with
applicable law of articles supplementary or any similar document
setting forth or changing the designations, preferences, conversion or
other rights, voting powers, restrictions, limitation as to dividends,
qualifications or other terms of any class or series of capital stock
of the Corporation will be deemed an amendment to the Charter.
(c) The foregoing voting provisions will not apply if, at or prior
to the time when the act with respect to which such vote would
otherwise be required is effected, all outstanding shares of Class B
Preferred Stock have been redeemed or called for redemption and
sufficient funds have been deposited in trust in accordance with the
terms of Section 6 hereof to effect such redemption.
(d) On any matter submitted to a vote of the holders of Class B
Preferred Stock or on which the Class B Preferred Stock otherwise is
entitled to vote (as expressly provided in the Charter, including
these Articles Supplementary, or as may be required by law), including
any action by written consent, each share of Class B Preferred Stock
is entitled to one vote, except that when shares of any other class or
series of Preferred Stock of the Corporation have the right to vote
with the Class B Preferred Stock as a single class on any matter, the
Class B Preferred Stock and the shares of each such other class or
series will have one vote for each $25.00 of liquidation preference
(excluding accrued dividends). The provisions of this paragraph will
supersede any inconsistent provisions of the Bylaws of the
Corporation.
8. Conversion. The Class B Preferred Stock is not convertible into
----------
or exchangeable for any other property or securities of the Corporation.
13
<PAGE>
9. Office or Agency in New York City. The Corporation will at all
---------------------------------
times maintain an office or agency in the Borough of Manhattan, The City of
New York, where shares of Class B Preferred Stock may be surrendered for
payment (including upon redemption), registration of transfer or exchange.
10. No Preemptive Rights. The Class B Preferred Stock has no
--------------------
preemptive rights.
11. Status of Redeemed and Reacquired Class B Preferred Stock. In
---------------------------------------------------------
the event any shares of Class B Preferred Stock are redeemed pursuant to
Section 5 hereof or otherwise reacquired by the Corporation, the shares so
redeemed or reacquired will become authorized but unissued shares of Class B
Preferred Stock, available for future issuance and reclassification by the
Corporation.
12. Severability. If any preference, right, voting power,
------------
restriction, limitation as to dividends, qualification, term or condition of
redemption or other term of the Class B Preferred Stock is invalid, unlawful
or incapable of being enforced by reason of any rule of law or public policy,
then, to the extent permitted by law, all other preferences, rights, voting
powers, restrictions, limitations as to dividends, qualifications, terms or
conditions of redemption and other terms of the Class B Preferred Stock which
can be given effect without the invalid, unlawful or unenforceable
preference, right, voting power, restriction, limitation as to dividends,
qualification, term or condition of redemption or other term of the Class B
Preferred Stock will remain in full force and effect and will not be deemed
dependent upon any other such preference, right, voting power, restriction,
limitation as to dividends, qualification, term or condition of redemption or
other term of the Class B Preferred Stock unless so expressed herein.
FOURTH: These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by the law.
FIFTH: The undersigned Senior Vice President of the Corporation
acknowledges these Articles Supplementary to be the corporate act of the
Corporation and, as to all matters or facts required to be verified under oath,
the undersigned Senior Vice President acknowledges that to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.
14
<PAGE>
IN WITNESS WHEREOF, HOST MARRIOTT CORPORATION has caused these presents
to be signed in its name and on its behalf by its ,
and witnessed by its on ,
1999.
Witness: HOST MARRIOTT CORPORATION
By: By:
-------------------------------- --------------------------------
Name: Name:
Title: Title:
15
<PAGE>
Exhibit 4.2
FRONT
HOST MARRIOTT CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
SEE REVERSE FOR IMPORTANT NOTICE ON THE TRANSFER RESTRICTIONS AND OTHER
INFORMATION
CUSIP 44107P302
This Certifies that
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF 10% CLASS B CUMULATIVE REDEEMABLE
PREFERRED STOCK, PAR VALUE $.01 PER SHARE, OF ________________________________
HOST MARRIOTT CORPORATION ____________________________________________________
(the "Company") transferable on the books of the Company by the holder hereof in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar. This Certificate and the shares
represented hereby are issued and shall be subject to all of the provisions of
the Charter and the Bylaws of the Company and any amendments thereto.
WITNESS the facsimile seal of the Company and the facsimile signatures of its
duly authorized officers.
Dated:
__________________________________________
Corporate Secretary
[SEAL]
__________________________________________
Chairman
<PAGE>
BACK
THE COMPANY IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK WHICH ARE DESIGNATED AS
COMMON STOCK AND PREFERRED STOCK. THE PREFERRED STOCK MAY BE ISSUED IN ONE OR
MORE SERIES OR CLASSES. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH SERIES OR CLASS OF
PREFERRED STOCK BEFORE THE ISSUANCE OF ANY SUCH SERIES OR CLASS OF PREFERRED
STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A
REQUEST THEREFOR, A COPY OF THE COMPANY'S CHARTER AND A FULL STATEMENT OF THE
INFORMATION REQUIRED BY SECTION 2-211(B) OF THE CORPORATIONS AND ASSOCIATIONS
ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE DESIGNATIONS AND
ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS
THE AUTHORITY TO ISSUE AND, SINCE THE COMPANY IS AUTHORIZED TO ISSUE PREFERRED
STOCK IN SERIES OR CLASSES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND
PREFERENCES BETWEEN THE SHARES OF EACH SERIES OR CLASS TO THE EXTENT SET, AND
(ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES
OF SUBSEQUENT SERIES OR CLASSES. REQUEST FOR SUCH WRITTEN STATEMENT MUST BE
DIRECTED TO THE CORPORATE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. THE
FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO AND
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CHARTER OF THE COMPANY.
THE 10% CLASS B CUMULATIVE REDEEMABLE PREFERRED STOCK IS SUBJECT TO CERTAIN
RESTRICTIONS ON OWNERSHIP AND TRANSFER. THE COMPANY WILL FURNISH A FULL
STATEMENT ABOUT THE RESTRICTIONS ON TRANSFERABILITY AND OWNERSHIP OF THE CLASS B
PREFERRED STOCK TO ANY STOCKHOLDER OF THE COMPANY ON REQUEST AND WITHOUT CHARGE.
SUCH REQUEST MUST BE MADE TO THE CORPORATE SECRETARY OF THE COMPANY AT THE
COMPANY'S PRINCIPAL OFFICE.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[___________________________]
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
_________________ shares of the preferred stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint __________________
Attorney to transfer the said stock on the books of the within named Company
with full power of substitution in the premises.
Dated _________________________________
X__________________________________________________
X__________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR; WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER
Signature(s) Guaranteed
- --------------------------------------------------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. 17AD-
15.
