<PAGE>
As filed with the Securities and Exchange Commission on May 7, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
HOST MARRIOTT CORPORATION
(Exact name of registrant as specified in its governing instrument)
Maryland 53-0085950
(State of Organization) (I.R.S. Employer Identification Number)
10400 Fernwood Road
Bethesda, Maryland 20817-1109
301-380-9000
(Address and telephone number of principal executive offices)
Christopher G. Townsend, Esq.
Senior Vice President and General Counsel
10400 Fernwood Road
Bethesda, Maryland 20817-1109
301-380-9000
(Name, address and telephone number of agent for service)
----------------
Copies to:
J. Warren Gorrell, Jr., Esq.
HOGAN & HARTSON L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
----------------
Approximate date of commencement of proposed sale to the public: From time to
time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
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- -------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Maximum
Amount Aggregate Price per Proposed Maximum Amount of
Title of Class to be Share of Aggregate Offering Registration
of Securities Being Registered Registered Common Stock(1) Price(1) Fee(1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, par
value $.01 per share....... 47,713,875 $12.91 $615,986,126 $171,244.14
- -------------------------------------------------------------------------------------------------
Series A Junior Participat-
ing Preferred Stock (2).... 47,713,875(2) N/A N/A N/A
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based on the
average of the high and low reported sales prices on the New York Stock
Exchange on May 6, 1999.
(2) Each holder of shares of Common Stock has the right to purchase shares of
Series A Junior Participating Preferred Stock, which rights are attached to
all shares of Common Stock. Until the occurrence of certain prescribed
events, the rights are not exercisable, are evidenced by the certificates
of shares of Common Stock, and will be transferred with and only with such
shares of Common Stock.
----------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this prospectus is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+prospectus is not an offer to sell these securities and it is not soliciting +
+an offer to buy these securities in any state where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated May 7, 1999
PROSPECTUS
47,713,875 Shares
HOST MARRIOTT CORPORATION
Common Stock
The persons or entities listed herein, who may become shareholders of Host
Marriott Corporation, may offer and sell from time to time up to 47,713,875
shares of our common stock under this prospectus. We refer to such persons or
entities as the selling shareholders. We may issue the offered shares to the
selling shareholders if and to the extent that such selling shareholders redeem
their units of limited partnership interest in Host Marriott, L.P. and we
choose to issue to them our common stock in exchange for their partnership
units. We are registering the offered shares as required under the terms of a
registration rights agreement between the selling shareholders and us. Fifty
percent of the offered shares (23,856,938 shares) become eligible for sale
commencing on or after July 1, 1999; twenty five percent (11,928,469 shares)
become eligible for sale commencing on or after October 1, 1999; and the
remaining twenty five percent (11,928,468 shares) become eligible for sale
commencing on or after January 1, 2000. Our registration of the offered shares
does not mean that any of the selling shareholders will offer or sell any of
the offered shares. We will receive no proceeds of any sales of the offered
shares by the selling shareholders, but we will incur expenses in connection
with the offering.
The selling shareholders may sell the offered shares in public or private
transactions, on or off the New York Stock Exchange, at prevailing market
prices or at privately negotiated prices. The selling shareholders may sell the
offered shares directly or through agents or broker-dealers acting as principal
or agent, or in a distribution by underwriters.
Our common stock is listed on the New York Stock Exchange under the symbol
"HMT."
Neither the Securities and Exchange Commission nor any state securities
commission has approved of these offered shares, or determined if this
prospectus is truthful or complete. It is illegal for any person to tell you
otherwise.
The date of this prospectus is July , 1999.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the Commission under the Securities Act of 1933. This prospectus and
any accompanying prospectus supplement do not contain all of the information
included in the registration statement. For further information, we refer you
to the registration statement, including its exhibits. Statements contained in
this prospectus and any accompanying prospectus supplement about the provisions
or contents of any agreement or other document are not necessarily complete. If
the Commission's rules and regulations require that such agreement or document
be filed as an exhibit to the registration statement, please see such agreement
or document for a complete description of these matters. You should not assume
that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of each document.
This prospectus provides you with a general description of the offered
shares. Each time a selling shareholder sells any of the offered shares, the
selling shareholder will provide you with this prospectus and a prospectus
supplement, if applicable, that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update or
change any information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Commission. You may read and copy materials that we have
filed with the Commission, including the registration statement, at the
following Commission public reference rooms:
450 Fifth Street, 7 World Trade Center 500 West Madison
N.W. Suite 1300 Street
Room 1024 New York, New York Suite 1400
Washington, D.C. 10048 Chicago, Illinois
20549 60661
Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms.
Our Commission filings can also be read at the following address:
New York Stock Exchange
20 Broad Street
New York, New York 10005
Our Commission filings are also available to the public on the Commission's
Web Site at http://www.sec.gov.
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later
with the Commission will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until all of the offered securities to which
this prospectus relates have been sold or the offering is otherwise terminated.
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998 (filed on March 26, 1999).
2. Current Report on Form 8-K (filed on May 3, 1999).
3. Description of our common stock included in a Registration Statement
on Form 8-A filed on November 18, 1998 (as amended on December 28, 1998).
<PAGE>
4. Description of our Rights included in a Registration Statement on
Form 8-A filed on December 11, 1998 (as amended on December 24, 1998).
You may request a copy of these filings, at no cost, by writing us at the
following address or telephoning us at (301) 380-2070 between the hours of 9:00
a.m. and 4:00 p.m., Eastern Time:
Corporate Secretary
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. In addition to historical
information, this prospectus and other materials filed or to be filed by us
with the Commission and incorporated by reference in this prospectus contain or
will contain forward-looking statements within the meaning of the federal
securities laws, including the cautionary statements incorporated by reference
from our Annual Report on Form 10-K for the year ended December 31, 1998 under
the caption "Risk Factors" and other similar statements contained elsewhere in
the Form 10-K. Forward-looking statements include information relating to our
intent, belief or current expectations, primarily, but not exclusively, with
respect to:
. capital expenditures,
. cost reductions,
. cash flow,
. economic outlook,
. operating performance or
. improvements and related industry developments.
We intend to identify forward-looking statements in this prospectus and
other materials filed or to be filed by us with the Commission and incorporated
by reference in this prospectus by using words or phrases such as "anticipate,"
"believe," "estimate," "expect," "intend," "may be," "objective," "plan,"
"predict," "project" and "will be" and similar words or phrases (or the
negatives thereof).
The forward-looking information involves important risks and uncertainties
that could cause our actual results, performance or achievements to differ
materially from our anticipated results, performance or achievements expressed
or implied by such forward-looking statements. These risks and uncertainties
include, but are not limited to:
. national and local economic and business conditions that will, among
other things, affect demand for hotels and other properties, the level of
rates and occupancy that can be achieved by such properties and the
availability and terms of financing;
. the ability to maintain the properties in a first-class manner, including
meeting capital expenditure requirements;
. our ability to compete effectively in areas such as access, location,
quality of accommodations and room rate structures;
. our ability to acquire or develop additional properties and the risk that
potential acquisitions or developments may not perform in accordance with
expectations;
2
<PAGE>
. changes in travel patterns, taxes and government regulations which
influence or determine wages, prices, construction procedures and costs;
. governmental approvals, actions and initiatives including the need for
compliance with environmental and safety requirements, and changes in
laws and regulations or the interpretation thereof;
. the effects of tax legislative action; and
. the effect on us and our operations of the year 2000 issue.
Although we believe the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, we can give you no assurance
that such expectations will be attained or that any deviations will not be
material. We disclaim any obligation or undertaking to disseminate to you any
updates or revisions to any forward-looking statement contained in this
prospectus or other materials that we have filed or will file with the
Commission and incorporated by reference in this prospectus to reflect any
change in our expectations or any changes in events, conditions or
circumstances on which any statement is based.
As used herein and in any accompanying prospectus supplement, "Host
Marriott," "Company," "our," "us" or "we" refer to Host Marriott Corporation, a
Maryland corporation, and one or more of our subsidiaries, including Host
Marriott, L.P., a Delaware limited partnership, and all the predecessors, or,
as the context may require, Host Marriott Corporation only or Host Marriott,
L.P. only. All references to Host Delaware shall mean our predecessor, Host
Marriott Corporation, a Delaware corporation.
THE COMPANY
Host Marriott was formed to continue and expand the hotel lodging property
ownership business of its predecessors. Host Marriott succeeded to this
business as a result of its merger with Host Marriott Corporation, a Delaware
corporation, and other restructuring transactions consummated in December 1998
which we refer to as the "REIT conversion." Host Marriott is one of the largest
owners of hotels in the world, with ownership of, or controlling interests in,
approximately 125 upscale and luxury full-service hotel lodging properties in
its portfolio as of March 31, 1999. Virtually all of these properties are
leased to subsidiaries of Crestline Capital Corporation, a Delaware corporation
and formerly a wholly owned subsidiary of Host Marriott, and are generally
operated under the Marriott and Ritz-Carlton brand names and managed by
Marriott International, Inc. Host Marriott will make an election to be taxed as
a REIT for federal income tax purposes effective for its taxable year beginning
January 1, 1999. Host Marriott owns substantially all of its assets and
conducts substantially all of its business through Host Marriott, L.P. and its
subsidiaries. Host Marriott is the sole general partner of Host Marriott, L.P.
Our principal executive offices are located at 10400 Fernwood Road,
Bethesda, Maryland 20817-1109, and our telephone number is (301) 380-9000.
NO PROCEEDS TO THE COMPANY
We will not receive any of the proceeds from sales of the offered shares by
the selling shareholders. We will pay all costs and expenses incurred in
connection with the offering of the offered shares, other than any brokerage
fees and commissions, fees and disbursements of legal counsel for the selling
shareholders and share transfer and other taxes attributable to the sale of the
common stock, which will be paid by the selling shareholders.
SELLING SHAREHOLDERS
The selling shareholders hold 47,713,875 units of limited partnership
interest in Host Marriott, L.P. which they acquired on December 30, 1998 in
exchange for properties and assets. We may issue the offered shares to
3
<PAGE>
the selling shareholders if and to the extent that they redeem their
partnership units and we elect to issue to them shares of our common stock in
exchange. The following table provides the name of each selling shareholder and
the number of shares of common stock that may be issued to and offered by each
selling shareholder. As of , 1999, none of the selling shareholders owns
any shares of common stock. All the offered shares offered by a selling
shareholder represent shares of common stock that may be issued by us upon the
redemption of the selling shareholder's partnership units. The offered shares,
if issued, will become eligible for sale pursuant to the following schedule:
fifty percent (50%), or 23,856,938 shares, will become eligible for sale
commencing on or after July 1, 1999; twenty five percent (25%), or 11,928,469
shares, will become eligible for sale commencing on or after October 1, 1999;
and the remaining twenty five percent (25%), or 11,928,468 shares, will become
eligible for sale commencing on or after January 1, 2000. Since the selling
shareholders may sell all, some or none of the offered shares, no estimate can
be made of the number of offered shares that will be sold by the selling
shareholders or that will be owned by the selling shareholders upon completion
of the offering. The offered shares represent approximately % of the total
shares of common stock outstanding as of , 1999, assuming redemption of all
outstanding partnership units for shares of common stock.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock
Name of Selling Shareholder Offered Hereby
- --------------------------- -------------------
<S> <C>
Blackstone Real Estate Partners I L.P....................... 4,356,783
Blackstone Real Estate Partners Two L.P..................... 285,679
Blackstone Real Estate Partners Three L.P................... 2,771,544
Blackstone Real Estate Partners IV L.P...................... 87,134
Blackstone RE Capital Partners L.P.......................... 454,392
Blackstone RE Capital Partners II L.P....................... 49,873
Blackstone RE Offshore Capital Partners L.P................. 87,732
Blackstone Real Estate Holdings L.P......................... 2,394,697
Blackstone Real Estate Partners II L.P...................... 13,315,506
Blackstone Real Estate Holdings II L.P...................... 3,737,981
Blackstone Real Estate Partners II.TE.1 L.P................. 11,204,854
Blackstone Real Estate Partners II.TE.2 L.P................. 484,448
Blackstone Real Estate Partners II.TE.3 L.P................. 2,303,484
Blackstone Real Estate Partners II.TE.4 L.P................. 468,555
Blackstone Real Estate Partners II.TE.5 L.P................. 985,554
BRE Logan Hotel, Inc........................................ 31,957
RTZ Management Corp......................................... 14
CR/RE L.L.C................................................. 27,078
BRE/Ceriale L.L.C........................................... 468,470
BRE/Cambridge L.L.C......................................... 263,025
David Rubenstein............................................ 30,057
----------
Total.....................................................
==========
</TABLE>
4
<PAGE>
PLAN OF DISTRIBUTION
Any of the selling shareholders may from time to time, in one or more
transactions, sell all or a portion of the offered shares on the New York Stock
Exchange, in the over-the-counter market, on any other national securities
exchange on which the common stock is listed or traded, in negotiated
transactions, in underwritten transactions or otherwise, at prices then
prevailing or related to the then current market price or at negotiated prices.
The offering price of the offered shares from time to time will be determined
by the selling shareholders and, at the time of such determination, may be
higher or lower than the market price of the common stock on the New York Stock
Exchange. In connection with an underwritten offering, underwriters or agents
may receive compensation in the form of discounts, concessions or commissions
from a selling shareholder or from purchasers of the offered shares for whom
they may act as agents, and underwriters may sell the offered shares to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. The offered shares may be
sold directly or through broker-dealers acting as principal or agent, or
pursuant to a distribution by one or more underwriters on a firm commitment or
best-efforts basis. The methods by which the offered shares may be sold
include:
. a block trade in which a broker-dealer will attempt to sell the offered
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
. purchases by a broker-dealer as principal and resale by the broker-dealer
for its account pursuant to this prospectus;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
. an exchange distribution in accordance with the rules of the New York
Stock Exchange;
. privately negotiated transactions; and
. underwritten transactions.
The selling shareholders and any underwriters, dealers or agents
participating in the distribution of the offered shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the offered shares by the selling shareholders and any commissions
received by an such broker-dealers may be deemed to be underwriting commissions
under the Securities Act.
When a selling shareholder elects to make a particular offer of the offered
shares, this prospectus and a prospectus supplement, if required, will be
distributed which will identify any underwriters, dealers or agents and any
discounts, commissions and other terms constituting compensation from such
selling shareholder and any other required information.
In order to comply with the securities laws of certain states, if
applicable, the offered shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the offered shares may not
be sold unless they have been registered or qualified for sale in such state or
an exemption from such registration or qualification requirement is available
and is complied with.
We have agreed to pay all costs and expenses incurred in connection with the
registration under the Securities Act of the offered shares, including, without
limitation, all registration and filing fees, printing expenses and fees and
disbursements of our counsel and accountants. The selling shareholders will pay
any brokerage fees and commissions, fees and disbursements of legal counsel for
the selling shareholders and stock transfer and other taxes attributable to the
sale of the offered shares. Under agreements that may be entered into by us,
underwriters, dealers and agents who participate in the distribution of the
offered shares, and their respective directors, trustees, officers, partners,
agents, employees and affiliates, may be entitled to indemnification by us
against specified liabilities, including liabilities, losses, claims, damages
and expenses and any actions or proceedings arising under the securities laws
in connection with this offering, or to contribution with respect to payments
which such underwriters, dealers or agents may be required to make in
5
<PAGE>
respect thereof. We also have agreed to indemnify each of the selling
shareholders and each person who controls (within the meaning of the Securities
Act) such selling shareholder, and their respective directors, trustees,
officers, partners, agents, employees and affiliates, against specified losses,
claims, damages, liabilities and expenses and any actions or proceedings
arising under the securities laws in connection with this offering. Each of the
selling shareholders has agreed to indemnify us, each person who controls us
(within the meaning of the Securities Act), underwriters, dealers and agents,
and each of our and their directors, trustees, officers, partners, agents,
employees and affiliates, against specified losses, claims, damages,
liabilities and expenses arising and any actions or proceedings under the
securities laws in connection with this offering with respect to written
information furnished to us by such selling shareholder; provided, however,
that the indemnification obligation is several, not joint, as to each selling
shareholder.
EXPERTS
The consolidated financial statements and schedule appearing in our Annual
Report on Form 10-K for the year ended December 31, 1998, incorporated by
reference in this prospectus and elsewhere in the registration statement, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
LEGAL MATTERS
The validity of the offered shares will be passed upon for us by Hogan &
Hartson L.L.P., Washington, D.C. If any portion of the offered shares is
distributed in an underwritten offering or through agents, certain legal
matters may be passed upon for any agents or underwriters by counsel for such
agents or underwriters identified in the applicable prospectus supplement.
6
<PAGE>
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- -------------------------------------------------------------------------------
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made,
such information or representations must not be relied upon as having been
authorized by the Company or the selling shareholders. This prospectus does
not constitute an offer to sell, or a solicitation of any offer to buy, the
offered shares in any jurisdiction where, or to any person to whom, it is
unlawful to make any such offer or solicitation. Neither the delivery of this
prospectus nor any offer or sale made hereunder shall, under any
circumstances, create an implication that there has not been any change in the
facts set forth in this prospectus or in the affairs of the Company since the
date hereof.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About this Prospectus...................................................... 1
Where You Can Find More Information........................................ 1
Special Note Regarding Forward-Looking Statements.......................... 2
The Company................................................................ 3
No Proceeds to the Company................................................. 3
Selling Shareholders....................................................... 3
Plan of Distribution....................................................... 5
Experts.................................................................... 6
Legal Matters.............................................................. 6
</TABLE>
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47,713,875 Shares
HOST MARRIOTT CORPORATION
Common Stock
----------------------------------
PROSPECTUS
----------------------------------
July , 1999
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- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated fees and expenses, other than
underwriting discounts and commissions, payable by us in connection with the
issuance and distribution of the securities being registered:
<TABLE>
<S> <C>
Registration Fee.............................................. $171,244.14
Printing and Duplicating Expenses.............................
Legal Fees and Expenses.......................................
Accounting Fees and Expenses..................................
Miscellaneous.................................................
-----------
Total....................................................... $
===========
</TABLE>
Item 15. Indemnification of Directors and Officers
Our Articles of Amendment and Restatement of Articles of Incorporation (the
"Articles of Incorporation") authorize us, to the maximum extent permitted by
Maryland law, to obligate ourselves to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (i) any
present or former director or officer or (ii) any individual who, while a
director of the Company and at the request of the Company, serves or has served
another corporation, real estate investment trust, partnership, joint venture,
trust, employee benefit plan or any other enterprise from and against any claim
or liability to which such person may become subject or which such person may
incur by reason of his or her status as a present or former director or officer
of the Company. The Company's Bylaws obligate it, to the maximum extent
permitted by Maryland law, to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer who is made a party to the proceeding by reason of
his service in that capacity or (b) any individual who, while a director of the
Company and at the request of the Company, serves or has served another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or other enterprise as a director, trustee, officer or
partner of such corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or other enterprise and who is made a
party to the proceeding by reason of his service in that capacity, against any
claim or liability to which he may become subject by reason of such status. The
Company's Articles of Incorporation and Bylaws also permit the Company to
indemnify and advance expenses to any person who served a predecessor of the
Company in any of the capacities described above and to any employee or agent
of the Company or a predecessor of the Company. The Company's Bylaws require
the Company to indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he is made a
party by reason of his service in that capacity.
The Maryland General Corporation Law, as amended (the "MGCL"), permits a
Maryland corporation to indemnify and advance expenses to its directors,
officers, employees and agents, and permits a corporation to indemnify its
present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that
(a) the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However,
under the MGCL, a Maryland corporation may not indemnify a director or officer
in a suit by or in the right of the corporation if such director or officer has
been adjudged to be liable to the corporation. In accordance with the MGCL, the
Company's Bylaws require it, as a condition to advancing expenses, to obtain
(1) a written affirmation by the director or officer of his good faith belief
that he has met the standard of
II-1
<PAGE>
conduct necessary for indemnification by the Company as authorized by the
Company's Bylaws and (2) a written statement by or on his behalf to repay the
amount paid or reimbursed by the Company shall ultimately be determined that
the standard of conduct was not met.
The Company has entered into indemnification agreements with each of its
directors and officers. The indemnification agreements require, among other
things, that the Company indemnify its directors and officers to the fullest
extent permitted by law and advance to its directors and officers all related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted.
The Second Amended and Restated Agreement of Limited Partnership of Host
Marriott, L.P., as amended, also provides for indemnification of Host Marriott,
L.P. and its officers and directors to the same extent that indemnification is
provided to officers and directors of the Company in its Articles of
Incorporation, and limits the liability of the Company and its officers and
directors to Host Marriott, L.P. and its respective partners to the same extent
that the liability of the officers and directors of the Company to the Company
and its stockholders is limited under the Articles of Incorporation.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 16. Exhibits
<TABLE>
<C> <S>
3.1* Bylaws of the Company dated September 28, 1998
Articles of Amendment and Restatement of Articles of Incorporation of
3.2** the Company
3.3*** Articles Supplementary of the Company Classifying and Designating a
Series of Preferred Stock as Series A Junior Participating Preferred
Stock and Fixing Distribution and Other Preferences and Rights of
Such Series
Opinion of Hogan & Hartson L.L.P. regarding the legality of the
5.1**** securities being registered
23.1**** Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
24.1 Power of Attorney (included in signature page)
</TABLE>
- --------
* Incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Registration No. 333-64793).
** Incorporated herein by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-4 (Registration No. 333-64793).
*** Incorporated herein by reference to Exhibit 4.2 to the Company's
Registration Statement on Form 8-A (Registration No. 001-14625).
**** To be filed by amendment.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in
II-2
<PAGE>
the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in this registration
statement;
provided, however, that subparagraphs (i) and (ii) above shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in the periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to existing provisions or arrangements whereby the
registrant may indemnify a director, officer or controlling person of the
registrant against liabilities arising under the Securities Act of 1933, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Bethesda, Maryland, on this 6th day of May, 1999.
Host Marriott Corporation
/s/ Robert E. Parsons, Jr.
By: _________________________________
Robert E. Parsons, Jr.
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Host Marriott Corporation, a
Maryland corporation, do hereby constitute and appoint Christopher G. Townsend,
our true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to do any and all acts and things in our names and our
behalf in our capacities as directors and officers and to execute any and all
instruments for us and in our name in the capacities indicated below, which
said attorney and agent may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this registration statement, or any registration statement for
this offering that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act of 1933, including specifically, but without limitation, any
and all amendments (including post-effective amendments) hereto; and we hereby
ratify and confirm all that said attorney and agent shall do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 6th day of May, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Terence C. Golden President, Chief Executive Officer and
______________________________________ Director (principal executive officer)
Terence C. Golden
/s/ Robert E. Parsons, Jr. Executive Vice President and Chief
______________________________________ Financial Officer (principal financial
Robert E. Parsons, Jr. officer)
/s/ Donald D. Olinger Senior Vice President and Corporate
______________________________________ Controller (principal accounting officer)
Donald D. Olinger
/s/ Richard E. Marriott Chairman of the Board of Directors
______________________________________
Richard E. Marriott
/s/ R. Theodore Ammon Director
______________________________________
R. Theodore Ammon
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Robert M. Baylis Director
______________________________________
Robert M. Baylis
/s/ J.W. Marriott, Jr. Director
______________________________________
J.W. Marriott, Jr.
/s/ Ann Dore McLaughlin Director
______________________________________
Ann Dore McLaughlin
/s/ John G. Schreiber Director
______________________________________
John G. Schreiber
/s/ Harry L. Vincent, Jr. Director
______________________________________
Harry L. Vincent, Jr
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
3.1* Bylaws of the Company dated September 28, 1998
Articles of Amendment and Restatement of Articles of Incorporation of
3.2** the Company
3.3*** Articles Supplementary of the Company Classifying and Designating a
Series of Preferred Stock as Series A Junior Participating Preferred
Stock and Fixing Distribution and Other Preferences and Rights of
Such Series
Opinion of Hogan & Hartson L.L.P. regarding the legality of the
5.1**** securities being registered
23.1**** Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
24.1 Power of Attorney (included in signature page)
</TABLE>
- --------
* Incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Registration No. 333-64793).
** Incorporated herein by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-4 (Registration No. 333-64793).
*** Incorporated herein by reference to Exhibit 4.2 to the Company's
Registration Statement on Form 8-A (Registration No. 001-14625).
**** To be filed by amendment.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated March 5, 1999 included in the Company's Form 10-K
for the year ended December 31, 1998 and to all references to our Firm included
in or made a part of this registration statements.
Arthur Andersen LLP
Washington, D.C.
May 5, 1999
