<PAGE>
As filed with the Securities and Exchange Commission on March 26, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOST MARRIOTT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7011 53-0085950
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817-1109
(301) 380-9000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHRISTOPHER G. TOWNSEND, ESQ.
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817-1109
(301) 380-9000
(NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
PLEASE SEND COPIES OF COMMUNICATIONS TO:
BRUCE E. ROSENBLUM, ESQ. NICHOLAS P. SAGGESE, ESQ.
LATHAM & WATKINS SKADDEN, ARPS, SLATE, MEAGHER & FLOM
1001 PENNSYLVANIA AVENUE, N.W., 300 SOUTH GRAND AVENUE, SUITE 3400
SUITE 1300 LOS ANGELES, CA 90071
WASHINGTON, D.C. 20004-2505 (213) 687-5000
(202) 637-2200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As promptly as practicable after the effective date of this
Registration Statement.
If the securities being registered on this form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
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. [X] 333-00147
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. [ ]
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE(1)(2)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value per share......... 2,875,000 $12.75 $36,656,250 $12,640.09
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Series A Junior Partici-
pating Preferred Stock
Purchase Rights ("Com-
pany Rights")(3)........ * * * *
</TABLE>
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* Not applicable.
(1) Amount based on average market price as of March 20, 1996 as required by
Rule 457(c) under the Securities Act of 1933, as amended (the "Securities
Act").
(2) Amount calculated pursuant to Section 6(b) under the Securities Act.
(3) The Company Rights are initially carried and traded with the Company
Common Stock. The value attributable to the Company Rights, if any, is
reflected in the value of the Company Common Stock.
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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 SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1,
FILE NO. 333-00147
Host Marriott Corporation (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-00147) declared effective on March 26,
1996 by the Securities and Exchange Commission (the "Commission"), including
each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BETHESDA, STATE OF
MARYLAND, ON MARCH 26, 1996.
Host Marriott Corporation
/s/ Robert E. Parsons, Jr.
By___________________________________
ROBERT E. PARSONS, JR.
Executive Vice President and Chief
Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
SIGNATURES TITLE DATE
/s/ Terence C. Golden President, Chief March 26, 1996
- - ------------------------------------- Executive Officer
TERENCE C. GOLDEN (Principal Executive
Officer) and Director
/s/ Robert E. Parsons, Jr. Executive Vice March 26, 1996
- - ------------------------------------- President and Chief
ROBERT E. PARSONS, JR. Financial Officer
(Principal Financial
Officer)
/s/ Donald D. Olinger Vice President and March 26, 1996
- - ------------------------------------- Corporate Controller
DONALD D. OLINGER (Principal Accounting
Officer)
/s/ Richard E. Marriott Chairman of the March 26, 1996
- - ------------------------------------- Board of Directors
RICHARD E. MARRIOTT
/s/ R. Theodore Ammon Director March 26, 1996
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R. THEODORE AMMON
/s/ J.W. Marriott, Jr. Director March 26, 1996
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J.W. MARRIOTT, JR.
/s/ Ann Dore McLaughlin Director March 26, 1996
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ANN DORE MCLAUGHLIN
/s/ Harry L. Vincent Director March 26, 1996
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HARRY L. VINCENT
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
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<C> <S> <C>
* 5 Opinion of Christopher G. Townsend, Esq. as to legality of
securities being registered.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of KPMG Peat Marwick LLP
*23.3 Consent of Ernst & Young LLP
*23.4 Consent of Christopher G. Townsend, Esq. (included in his
opinion filed as Exhibit 5).
</TABLE>
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* Filed herewith.
<PAGE>
Exhibit 5
[HOST MARRIOTT CORPORATION LETTERHEAD]
March 26, 1996
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Re: Registration of up to
-------------------------------------
2,875,000 Shares of Common Stock,
----------------------------------------
par value $1.00 per share
-------------------------
Ladies and Gentlemen:
In connection with the registration of up to 2,875,000 shares of
common stock, $1.00 par value per share (the "Shares"), by Host Marriott
Corporation, a Delaware corporation (the "Company"), under the Securities Act of
1933, as amended (the "Act"), on Form S-1 filed with the Securities Exchange
Commission (the "Commission") on March 26, 1996, (the "Registration
Statement"), you have requested my opinion with respect to the matters set
forth below.
In my capacity as Deputy General Counsel of Host Marriott Corporation
in connection with such registration, I am familiar with the proceedings taken
and proposed to be taken by the Company in connection with authorization and
issuance of the Shares. 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 records and instruments, as I have deemed necessary or appropriate for
purposes of this opinion. In my examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals,
and the conformity to authentic documents submitted to us as copies.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.
Subject to the foregoing and the other matters set forth herein, it is
my opinion that the Shares have been duly authorized, and upon issuance,
delivery and payment therefore in the manner 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.
Very Truly Yours,
/s/ Christopher G. Townsend
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our firm included in or made a part of this
registration statement.
Arthur Andersen LLP
Washington, D.C.
March 26, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The General Partners
Pacific Landmark Hotel, Ltd. and Pacific Gateway, Ltd.
We consent to incorporation by reference in the Registration Statement,
dated March 26, 1996, on Form S-1 of Host Marriott Corporation of our report
dated March 10, 1995, relating to the combined balance sheets of Pacific
Landmark Hotel, Ltd. and Pacific Gateway, Ltd., which report appears in the
Registration Statement on Form S-1 (No. 333-00147) of Host Marriott
Corporation.
KMPG Peat Marwick LLP
San Diego, California
March 26, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 20, 1995 (except for the matter discussed
in Notes 6, 7, and 8, as to which the date is February 22, 1996), with respect
to the financial statements of the New York Vista for the years ended December
31, 1994, 1993 and 1992 included in the Registration Statement S-1 No. 333-
of Host Marriott Corporation.
Ernst & Young LLP
New York, New York
March 26, 1996
