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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
ENDED JANUARY 1, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-14635
CRESTLINE CAPITAL CORPORATION
RETIREMENT AND SAVINGS PLAN
AND TRUST
CRESTLINE CAPITAL CORPORATION
6600 Rockledge Drive
Bethesda, Maryland 20817
(240) 694-2000
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Crestline Capital Corporation
Retirement and Savings Plan and Trust
Index
<TABLE>
<CAPTION>
Page
----
<S> <C>
FINANCIAL INFORMATION
Statement of Net Assets Available for Benefits as of
January 1, 1999....................................................... 3
Statement of Changes in Net Assets Available for Benefits
for the Fiscal Year Ended January 1, 1999 (see Note 1)................ 4
Notes to Financial Statements......................................... 5-7
Item 27(a) - Schedule of Assets Held for Investment Purposes
as of January 1, 1999................................................. *
Item 27(d) - Schedule of Reportable Transactions for the
Fiscal Year Ended January 1, 1999 (see Note 1)........................ *
Non-exempt Transactions for the Fiscal Year Ended
January 1, 1999 (see Note 1).......................................... *
Obligations in Default as of January 1, 1999.......................... *
Leases in Default as of January 1, 1999............................... *
Signature............................................................. 8
</TABLE>
* Schedules omitted because there were no such transactions, obligations, or
loans in default.
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Crestline Capital Corporation
Retirement and Savings Plan and Trust
Statement of Net Assets Available for Benefits
as of January 1, 1999
(unaudited)
<TABLE>
<S> <C>
Assets:
Participant Directed Investments in T.Rowe Price
Mutual Funds or Common/Collective Trusts:
Stable Value Fund..................................... $ --
Balanced Fund......................................... --
Blue Chip Growth Fund................................. --
Spectrum Income Fund.................................. --
Crestline Capital Corporation Stock Fund.............. --
New Horizons Fund..................................... --
International Stock Fund.............................. --
---------
Total investments................................. --
---------
Participant Loans.......................................... --
Contributions Receivable:
Employer, paid subsequent to year-end................... --
Employee, paid subsequent to year-end................... --
---------
Net assets available for benefits.......................... $ --
=========
</TABLE>
The accompanying notes are an integral part of this statement.
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Crestline Capital Corporation
Retirement Savings Plan and Trust
(unaudited)
Statement of Changes in Net Assets Available for Benefits
for the Fiscal Year Ended January 1, 1999 (see Note 1)
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------------------
Crestline Capital
Stable Value Balanced Blue Chip Spectrum Corporation
Fund Fund Growth Fund Income Fund Stock Fund
---- ---- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer -- -- -- -- --
Employee -- -- -- -- --
-------- ------ -------- ---------- --------
Total -- -- -- -- --
Interest and dividends,
including interest on
participant loan
transactions -- -- -- -- --
Net (depreciation)
appreciation in market
value -- -- -- -- --
Rollover contributions -- -- -- -- --
-------- ------ -------- ---------- --------
Total additions -- -- -- -- --
-------- ------ -------- ---------- --------
Transfers between
investment options,
including principal
portions of participant
loan transactions -- -- -- -- --
-------- ------ -------- ---------- --------
Deductions:
Benefit payments -- -- -- -- --
-------- ------ -------- ---------- --------
Net increase -- -- -- -- --
Net assets available for
benefits, December 28, 1999 -- -- -- -- --
-------- ------ -------- ---------- --------
Net assets available for
benefits, January 1, 1999 -- -- -- -- --
======== ====== ======== ========== ========
<CAPTION>
-----------------------------
Non-
New Horizons International Participant Participant 1998
Fund Stock Fund Loans Direct Other Total
---- ---------- ----- ------------ -----
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer -- -- -- -- --
Employee -- -- -- -- --
-------- ------ -------- ---------- --------
Total -- -- -- -- --
Interest and dividends,
including interest on
participant loan
transactions -- -- -- -- --
Net (depreciation)
appreciation in market
value -- -- -- -- --
Rollover contributions -- -- -- -- --
-------- ------ -------- ---------- --------
Total additions -- -- -- -- --
-------- ------ -------- ---------- --------
Transfers between
investment options,
including principal
portions of participant
loan transactions -- -- -- -- --
-------- ------ -------- ---------- --------
Deductions:
Benefit payments -- -- -- -- --
-------- ------ -------- ---------- --------
Net increase -- -- -- -- --
Net assets available for
benefits, December 28, 1999 -- -- -- -- --
-------- ------ -------- ---------- --------
Net assets available for
benefits, January 1, 1999 -- -- -- -- --
======== ====== ======== ========== ========
</TABLE>
The accompanying notes are an integral part of this statement.
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Crestline Capital Corporation
Retirement and Savings Plan and Trust
Notes to Financial Statements
as of January 1, 1999
1. Nature of the Organization and Description of the Plan
On December 28, 1998, Crestline Capital Corporation (the "Company") became a
publicly traded company when Host Marriott Corporation ("Host Marriott")
distributed to its shareholders through a special dividend all of the
outstanding shares of the Company. In connection with this distribution, the
Company adopted the Crestline Capital Corporation Retirement and Savings Plan
(the "Plan") for its employees effective December 28, 1998.
The Company is a real estate and leasing company engaged in the hotel and
senior living community business. As of January 1, 1999, the Company leased
121 full-service hotels, subleased 71 limited-service hotels and owned 31
senior living communities.
The following description of the Plan provides general information only.
Participants should refer to the plan agreement for a more complete
description of the Plan's provisions.
General
The Plan, established on December 28, 1998, is a participant directed,
defined contribution, salary deferral plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Eligibility and Contributions
All employees of the Company are eligible to participate in the Plan except
leased employees, certain nonresident aliens, certain employees covered by
collective bargaining agreements, and persons who are participants in another
profit sharing or pension plan maintained by the Company or a subsidiary.
Participants may elect to contribute up to 15% of their annual compensation
to the Plan, subject to IRS limitations.
The Company matches 50% of an employee's contributions, up to a total match
of 3% of employee salary. In addition, the Company may annually make a
discretionary contribution of an amount determined annually by the Board of
Directors. In total these contributions represent the "Company
Contributions."
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Benefits and Vesting
Participants are immediately vested in all participant contributions and
earnings on such contributions. Participants vest in the Company
Contributions 25% per year beginning at the end of their second year,
resulting in full vesting at the end of their fifth year.
Participants who leave the Company with a balance of less than $5,000 are
required to roll the money over into another 401(k) or IRA account, or
receive a direct payment after withholding of applicable federal and state
tax provisions. If the participant's balance is greater than $5,000, the
participant may retain their investment in the Plan for as long as IRS
regulations allow.
Investments
Participants may direct the investment of their contributions and the Company
Contributions into a choice of five T. Rowe Price Mutual Funds, a T. Rowe
Price Common/Collective Trust (the Stable Value Fund) and a fund of Crestline
Capital Corporation Stock that is maintained and administered by Bank of New
York. These funds are as follows:
T. Rowe Price Stable Value Common/Collective Trust Fund
T. Rowe Price Spectrum Income Fund
T. Rowe Price Balanced Fund
T. Rowe Price Blue Chip Growth Fund
T. Rowe Price International Stock Fund
T. Rowe Price New Horizons Fund
Crestline Capital Corporation Stock Fund
Investments are reported at quoted market value. All income earned is
allocated daily.
Loans
Participant loans are made available to all participants who have a vested
account balance. The minimum loan is $1,000 and the maximum loan amount is
the lesser of $50,000 or 50% of a participant's vested account balance.
Additionally, interest rates are equal to the prime rate on the date the loan
is issued and there is a $100 loan-processing fee per loan. Participants may
have no more than two loans outstanding at any one time.
Use of Estimates
The preparation of these financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the
reporting period. Actual results could differ from those estimates.
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Plan Year
The Plan's fiscal year ends on Friday nearest to December 31. Fiscal year
1998 included five days (December 28, 1998 through January 1, 1999). No
activity occurred during these five days.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements are presented on the accrual basis of accounting in
accordance with generally accepted accounting principles.
Trustee Fees
Investment management fees are netted against investment earnings in each
fund. Trustee fees and all administrative expenses of the Plan are currently
paid by the Company. Subject to certain limitations, the Company has the
right to apply amounts forfeited by employees to pay administrative expenses
of the Plan but the Company has not yet exercised this option. As of January
1, 1999, no amounts had been forfeited by participants.
3. Federal Income Tax Status
The Plan will apply for a determination letter that the Plan, as designed is
in compliance with the applicable provisions of Section 401(a) of the
Internal Revenue Code. Management believes that the Plan is operating as
intended and, as such, complies with these requirements.
4. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA.
5. Related Party Transactions
Crestline Capital Corporation Stock is one of the investment options
available to participants. Crestline Capital Corporation is the Sponsor as
defined in the Plan and, therefore, these transactions qualify as party-in-
interest.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRESTLINE CAPITAL CORPORATION
RETIREMENT AND SAVINGS PLAN AND TRUST
June 30, 1999 By: /s/ Larry K. Harvey
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Date Larry K. Harvey
Senior Vice President and Corporate Controller
(Chief Accounting Officer)
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