<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1999
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOST MARRIOTT CORPORATION
(FORMERLY HMC MERGER CORPORATION)
(Exact name of registrant as specified in its charter)
Maryland 53-0085950
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10400 Fernwood Road
Bethesda, Maryland 20817-1109
(Address of Principal Executive Offices, including zip code)
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HOST MARRIOTT, L.P.
RETIREMENT AND SAVINGS PLAN AND TRUST
(Full title of the Plan)
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Christopher G. Townsend
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
HOST MARRIOTT CORPORATION
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817-1109
(301) 380-9000
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
J. Warren Gorrell, Jr., Esq.
Steven E. Ballew, Esq.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 par share 500,000 (1) $11.22 (2) $5,610,000 (2) $1,559.58 (2)
=============================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of registration fee, based on the average of the high and
low prices per share of the Common Stock on March 18, 1999 as reported on
the New York Stock Exchange.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees participating in the Host Marriott, L.P. Retirement
and Savings Plan and Trust (the "Plan") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
On December 29, 1998, HMC Merger Corporation ("new Host Marriott" and
the "Registrant"), a Maryland corporation and formerly a wholly owned subsidiary
of Host Marriott Corporation, a Delaware corporation ("old Host Marriott"),
completed its merger with old Host Marriott as part of old Host Marriott's plan
to convert to a real estate investment trust. In connection with the merger, new
Host Marriott, as the surviving corporation in the merger, changed its name from
HMC Merger Corporation to Host Marriott Corporation, and commencing at the
opening of trading on December 30, 1998, shares of the new Host Marriott are
being traded on the New York Stock Exchange under the symbol "HMT," the same
symbol under which old Host Marriott was traded prior to the merger.
New Host Marriott hereby incorporates by reference into this
Registration Statement the following documents filed by it with the Commission:
(a) The Registrant's Prospectus dated November 23, 1998 declared
effective as a part of Amendment No. 4 to its Registration
Statement on Form S-4 (file number 333-64793) filed on November
23, 1998 under the Securities Act.
(b) Current Reports on Form 8-K filed by the Registrant (i) report
dated November 23, 1998 (filed on December 11, 1998); (ii) report
dated December 18, 1998 (filed on December 24, 1998); (iii)
report dated December 29, 1998 (filed on December 29, 1998); (iv)
report dated December 30, 1998 (filed on December 31, 1998); (v)
report dated January 12, 1999 (filed on January 14, 1999); (vi)
report dated December 30, 1998 (filed on January 14, 1999); (vii)
report dated December 30, 1998 (filed on January 15, 1999); and
(viii) report dated January 21, 1999 (filed on January 22, 1999).
(c) Current Report on Form 8-K/A filed by the Registrant dated March
15, 1999 (filed on March 15, 1999).
(d) The description of the Registrant's common stock, par value $0.01
per share ("Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A/A filed on December 28, 1998.
In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents or reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
A description of the Registrant's Common Stock is incorporated by
reference under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and bylaws (the "Bylaws") obligate the Registrant,
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 party to the
proceeding by reason of his service in that capacity or (b) any individual who,
while a director or officer of the Registrant and at the request of the
Registrant, 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, employment 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 Registrant's Articles of
Incorporation and Bylaws also permit the Registrant to indemnify and advance
expenses to any person who served a predecessor of the Registrant in any of the
capacities described above and to any employee or agent of the Registrant or a
predecessor of the Registrant. The Registrant's Bylaws require the Registrant
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 Registrant'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 conduct
necessary for indemnification by the Registrant as authorized by the
Registrant's Bylaws and (2) a written statement by or on his behalf to repay the
amount paid or reimbursed by the Registrant if it shall ultimately be determined
that the standard of conduct was not met.
The Registrant intends to enter into indemnification agreements with
each of its directors and officers. The indemnification agreements will require,
among other things, that the Registrant 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. (the "Partnership Agreement") of which the Registrant is the
General Partner, also provides for indemnification of the Registrant and its
officers and directors to the same extent that indemnification is provided to
officers and directors of the
<PAGE>
Registrant in its Articles of Incorporation, and limits the liability of the
Registrant 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 Registrant to the Registrant and its stockholders is limited
under the Registrant's Articles of Incorporation.
The directors and officers of the Registrant are insured under policies
of insurance maintained by the Registrant, subject to the limits of the
policies, against certain losses arising from any claim made against them by
reason of being or having been such directors and officers, including with
respect to security law claims.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Rights Agreement between the Registrant and The Bank of New York, as
Rights Agent, dated as of November 23, 1998 (incorporated by reference
to Exhibit 4.1 of the Registrant's registration statement on Form 8-A
filed on December 11, 1998 (File No. 001-14625))
4.2 Amendment No. 1 to Rights Agreement between the Registrant and The
Bank of New York, as Rights Agent, dated as of December 18, 1998
(incorporated by reference to Exhibit 4.2 of the Registrant's
registration statement on Form 8A/A filed on December 24, 1998 (File
No. 001-14625))
5.1 Opinion of the Registrant's Law Department
23.1 Consent of Registrant's Law Department (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
24 Power of Attorney (included on signature page)
ITEM 9. 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in 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
<PAGE>
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 the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in the
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, 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, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
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 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, 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 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 and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Bethesda, Maryland, on this 25th day of March, 1999.
HOST MARRIOTT CORPORATION
By /s/ Christopher G. Townsend
------------------------------
Christopher G. Townsend
Senior Vice President, General Counsel
and Corporate Secretary
Pursuant to the requirements of the Securities Act, the Plan's
administrator has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Bethesda, Maryland, on this
25th day of March, 1999.
HOST MARRIOTT, L.P. RETIREMENT AND SAVINGS
PLAN AND TRUST
By /s/ Christopher G. Townsend
------------------------------------
Christopher G. Townsend
Senior Vice President, General Counsel
and Corporate Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Christopher G. Townsend his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign any or all amendments to this Registration Statement,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 25th day of March 1999:
Signature Title
--------- -----
/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
Robert E. Parsons, Jr. (Principal Financial Officer)
/s/ Christopher J. Nassetta Executive Vice President and
- ----------------------------- Chief Operating Officer
Christopher J. Nassetta (Principal Operating Officer)
/s/ Donald D. Olinger Senior Vice President and
- ----------------------------- Corporate Controller
Donald D. Olinger (Principal Accounting Officer)
/s/ Richard E. Marriott Chairman of the Board of Directors
- -----------------------------
Richard E. Marriott
/s/ Christopher G. Townsend Senior Vice President, General Counsel
- ----------------------------- and Corporate Secretary
Christopher G. Townsend
/s/ J.W. Marriott, Jr. Director
- -----------------------------
J.W. Marriott, Jr.
/s/ Ann Dore McLaughlin Director
- -----------------------------
Ann Dore McLaughlin
/s/ Harry L. Vincent, Jr. Director
- -----------------------------
Harry L. Vincent, Jr.
/s/ R. Theodore Ammon Director
- -----------------------------
R. Theodore Ammon
/s/ Robert M. Baylis Director
- -----------------------------
Robert M. Baylis
/s/ John G. Schreiber Director
- -----------------------------
John G. Schreiber
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Rights Agreement between the Registrant and The Bank of New York, as
Rights Agent, dated as of November 23, 1998 (incorporated by reference
to Exhibit 4.1 of the Registrant's registration statement on Form 8-A
filed on December 11, 1998 (File No. 001-14625))
4.2 Amendment No. 1 to Rights Agreement between the Registrant and The
Bank of New York, as Rights Agent, dated as of December 18, 1998
(incorporated by reference to Exhibit 4.2 of the Registrant's
registration statement on Form 8A/A filed on December 24, 1998 (File
No. 001-14625))
5.1 Opinion of the Registrant's Law Department
23.1 Consent of Registrant's Law Department (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
24 Power of Attorney (included on signature page)
<PAGE>
EXHIBIT 5.1
[Host Marriott Corporation Law Department Letterhead]
March 25, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
RE: HOST MARRIOTT, L.P. RETIREMENT AND SAVINGS
PLAN AND TRUST
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of Host Marriott Corporation, a Maryland corporation
(the "Company"), to be filed on or about March 25, 1999, with the Securities
and Exchange Commission ("SEC") under the Securities Act of 1933, as amended
(the "Act"), in connection with a proposed offering by the Company to certain of
its eligible employees of 500,000 shares of the Company's common stock, $0.01
par value per share (the "Shares") under the Host Marriott, L.P. Retirement and
Savings Plan and Trust (the "Plan"), you have asked for my opinion as to the
validity of the shares.
In my capacity as General Counsel for the Company, I am familiar with
and have reviewed (1) the Company's Articles of Incorporation and its by-laws,
in each case as amended as of the date hereof, (2) the Registration Statement,
including the exhibits thereto, (3) the materials maintained by the Company as
Part I of the Registration Statement, and (4) all corporate action necessary to
approve the issuance of the Shares under the Plan. In addition, I have made
such legal and factual examinations and inquiries, including an examination of
originals, or copies certified or otherwise identified to my satisfaction, of
such documents, corporate papers and instruments, as I have deemed appropriate
to determine the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, and the conformity to authentic original
documents of all documents submitted to us as copies.
Subject to the foregoing and the other matters set forth herein, it is
my opinion that upon issuance the Shares will be duly and validly authorized
and, when sold pursuant to the offering contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
I consent to your filing this opinion as an exhibit to the
Registration Statement.
By: /s/ Christopher G. Townsend
---------------------------
Christopher G. Townsend
Title: Senior Vice President,
General Counsel and
Corporate Secretary
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February 27,
1998 for Host Marriott Corporation, May 22, 1998 for Host Marriott Hotels, May
1, 1998 for HMC Senior Communities, Inc., August 5, 1998 for Host Marriott, L.P.
and September 29, 1998 for HMC Merger Corporation, all included in HMC Merger
Corporation's form S-4 (file number 333-64793) dated November 23, 1998, and to
our reports dated February 19, 1999 for the Blackstone Hotel Portfolio and March
5, 1999 for Host Marriott Corporation, included in Host Marriott Corporation's
Form 8-K/A (file number 001-14625) dated March 15, 1999, and to all references
to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Washington, D.C.
March 23, 1999
