As filed with the Securities and Exchange Commission on July 25, 1996
Registration No. 333________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOST MARRIOTT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 53-0085950
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10400 Fernwood Road
Washington, D.C. 20817
(Address of Principal Executive Offices) (Zip Code)
HOST MARRIOTT CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
(Full title of the plan)
Christopher G. Townsend
Corporate Secretary
Host Marriott Corporation
10400 Fernwood Road
Washington, D.C. 20058
(301) 380-9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount Proposed Proposed Amount of
to be registered to be maximum maximum registration fee
registered offering aggregate
price offering
per price(2)
share(1)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation $5,000,000 100% $ 5,000,000 $1,724.14
obligations (1)
- -----------------------------------------------------------------------------------
</TABLE>
(1) The Deferred Compensation obligations are unsecured obligations of the Host
Marriott Corporation to pay deferred compensation in the future in accordance
with the terms of the Host Marriott Corporation Executive Deferred Compensation
Plan (the "Plan").
(2) Estimated solely for the purpose of determining the registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified by Part I of Form S-8 have
been or will be sent or given to participants in the Plan as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not being filed with the Commission but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are incorporated
herein by reference:
(1) Form S-1 Registration Statement filed March 26, 1996;
(2) The Company's Annual Report on Form 10-K for the fiscal year ended December
29, 1995;
(3) The Company's Current Report on Form 8-K dated January 11, 1996 filed with
the Commission on January 17, 1996;
(4) The Company's Current Report on Form 8-K dated January 17, 1996 filed with
the Commission on January 17, 1996;
(5) The Company's Current Report on Form 8-K dated February 28, 1996 filed with
the Commission on March 1, 1996;
(6) The Company's Current Report on Form 8-K/A dated March 7, 1996 filed with
the Commission on March 7, 1996;
(7) The Company's Quarterly Report on Form 10-Q for the twelve weeks ended
March 22, 1996;
(8) The Joint Proxy Statement/Prospectus of the Company on Form 14A and Form
S-4 dated March 9, 1996;
(9) The Company's Current Report on Form 8-K dated May 31, 1996 filed with the
Commission on June 5, 1996; and
(10) The Company's Current Report on Form 8-K dated July 11, 1996 filed with the
Commission on July 15, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended, prior to the filing of a post effective amendment that (1) indicates
that all securities offered pursuant to this registration statement have been
sold or (2) deregisters all Securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities
Under the Plan, eligible employees may elect to defer a portion of their
compensation, some of which may be credited with additional deferred
compensation. In addition, employees whose benefits under the company's
qualified retirement and savings plan were limited by operation of certain
Internal Revenue Code provisions may be credited with deferred compensation. The
obligations of the Company to pay the compensation deferred, together with
earnings or losses thereon, will be unsecured general obligations of the Company
in accordance with the Plan and will rank pari passu with other unsecured
obligations of the Company. Deferred compensation accounts may not be
transferred, assigned, or alienated by the participant except by will or by law
of descent and distribution. The amount of deferred compensation with respect to
which additional amounts are credited may be limited by the Company. Deferred
compensation accounts are distributed to participants following termination of
employment, as defined in the Plan, or in the case of some deferrals, following
a period of at least six years if the participant so elects. Distribution will
be made in a lump sum or installment as the participant elects. Distribution may
also be made in the case of severe financial hardship.
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<PAGE>
Item 5. Interests of Named Experts and Counsel
The opinions of counsel constituting Exhibits 5.1 and 5.2 have been
rendered by counsel who is an employee eligible for the Plan.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
for the indemnification of officers and directors under certain circumstances
against expenses (including attorneys, fees, judgments, fines and amounts paid
in settlement) actually and reasonably incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceedings in which
he is involved by reason of the fact that he is or was a director or officer of
the Company if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company, and, in
respect to the criminal actions or proceedings, if he had no reasonable cause to
believe that his conduct was unlawful. The Certificate and By-laws of the
Company provide for indemnification of its officers and directors to the full
extent authorized by law.
The Company maintains officers' and directors' liability insurance which
insures against liabilities that the officers and directors of the Company may
incur in such capacities.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
Exhibit
Number Description
- ------- -----------
4.1 - Restated Certificate of Incorporation, incorporated by reference from the
Form 8-K (filed October 23, 1993)
4.2 - Amended Marriott Corporation By-Laws, incorporated by reference from the
Form 8-K (filed October 23, 1993)
4.3 - The Plan
5.1 - Opinion as to Legality of the Securities offered
5.2 - Opinion as to ERISA
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Ernst & Young LLP
23.3 - Consent of KPMG Peat Marwick LLP
23.4 - Consent of the Company's Law Department, see Exhibits 5.1 and 5.2
24 - The Power of Attorney by the Officers and Directors who signed this
Registration Statement is set forth on page 5 herein.
3
<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 the 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 the Registration Statement;
(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 information required to be included in a post-effective amendment by those
paragraphs is contained in 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 undertakes that, for 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 therein, 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 the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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.
4
<PAGE>
SIGNATURES
The Registrant. 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 the City of Bethesda, State of Maryland, on this 25th day of
July, 1996.
HOST MARRIOTT CORPORATION
By /s/ Christopher G. Townsend
---------------------------
Christopher G. Townsend
Senior Vice President, Corporate Secretary
and Deputy General Counsel
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan's administrator has 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 this 25th day of July, 1996.
THE HOST MARRIOTT CORPORATION EXECUTIVE
DEFERRED COMPENSATION PLAN
By /s/ Harry L. Vincent, Jr.
-------------------------
Harry L. Vincent, Jr.
Member, Compensation Policy Committee of the
Board of Directors of Host Marriott Corporation
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signatures" constitutes and appoints Christopher G.
Townsend his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his 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 attorneys-in-fact and agents, each acting alone, 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
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
5
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 25th day of July, 1996.
Signature Title
/s/ Richard E. Marriott Richard E. Marriott
---------------------- Chairman of the Board
/s/ Terence C. Golden Terence C. Golden
---------------------- President and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert E. Parsons, Jr. Robert E. Parsons, Jr.
---------------------- Chief Financial Officer and
Executive Vice President
(Principal Financial Officer)
/s/ Donald D. Olinger Donald D. Olinger
--------------------- Vice President and Corporate Controller
(Principal Accounting Officer)
/s/ J.W. Marriott, Jr. J.W. Marriott, Jr.
--------------------- Director
/s/ Ann Dore McLaughlin Ann Dore McLaughlin
--------------------- Director
/s/ Harry L. Vincent, Jr. Harry L. Vincent, Jr.
--------------------- Director
/s/ R. Theodore Ammon R. Theodore Ammon
--------------------- Director
/s/ Robert M. Baylis Robert M. Baylis
--------------------- Director
6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 - Restated Certificate of Incorporation, incorporated by reference from the
Form 8-K (filed October 23, 1993)
4.2 - Amended Marriott Corporation By-Laws, incorporated by reference from the
Form 8-K (filed October 23, 1993)
4.3 - The Plan
5.1 - Opinion as to Legality of the Securities offered
5.2 - Opinion as to ERISA
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Ernst & Young LLP
23.3 - Consent of KPMG Peat Marwick LLP
23.4 - Consent of the Company's Law Department, see Exhibits 5.1 and 5.2
24 - The Power of Attorney by the Officers and Directors who signed this
Registration Statement is set forth on page 5 herein.
7
<PAGE>
Exhibit 4.1
HOST MARRIOTT CORPORATION (HMC)
EXECUTIVE DEFERRED COMPENSATION PLAN
As Adopted Effective
December 30, 1995
<PAGE>
HOST MARRIOTT CORPORATION (HMC)
EXECUTIVE DEFERRED COMPENSATION PLAN
PREAMBLE
WHEREAS, Host Marriott Corporation ("HMC") sponsored the Host Marriott
Corporation Executive Deferred Compensation Plan (the "Assumed Plan"); and
WHEREAS, HMC intends to pay a special dividend to the holders of HMC Common
Stock on a one share-for-five basis, consisting of all of the outstanding
shares of Host Marriott Services Corporation ("Host Marriott Services") common
stock (the "Host Marriott Services Distribution"); and
WHEREAS, in connection with said special dividend, HMC and Host Marriott
Services have entered into a Distribution Agreement (the "Host Marriott Services
Distribution Agreement") dated as of December 29, 1995; and
WHEREAS, pursuant to the aforesaid Host Marriott Services Distribution
Agreement, HMC and Host Marriott Services have entered into an agreement
allocating responsibilities with respect to employee compensation, benefits,
labor and certain other employment matters (the "Allocation Agreement"); and
WHEREAS, pursuant to the Allocation Agreement, the Board of Directors of
Host Marriott Services assumed sponsorship of the Assumed Plan; and
WHEREAS, pursuant to the Allocation Agreement, the Board of Directors of
HMC has adopted a new plan titled the Host Marriott Corporation (HMC) Executive
Deferred Compensation Plan to be effective as of December 30, 1995 (the "Plan");
and
WHEREAS, pursuant to the Allocation Agreement, Host Marriott Services has
agreed to provide under the Assumed Plan for future deferred compensation
benefits accruing after the Cut-Off-Date for all Host Marriott Services
Employees who, on the Cut-Off-Date, were participants in or otherwise entitled
to benefits under the Assumed Plan and to assume the Deferred Compensation
Liabilities relating to Host Marriott Services Individuals and Host Marriott
Services Terminees accrued through the Cut-Off-Date and HMC has agreed to
provide under the Plan for similar deferred compensation opportunities to
Retained Individuals as shall have been provided to participants in the Assumed
Plan prior to the Distribution Date of Host Marriott Services and to assume the
Deferred Compensation Liabilities relating to Retained Individuals and HMC
Terminees accrued through the Cut-Off-Date (as such terms are defined in the
Allocation Agreement);
NOW, THEREFORE, effective as of December 30, 1995, Host Marriott
Corporation hereby adopts the Plan as provided herein.
1
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS................................................. 2
1.1 Administrator............................................... 2
1.2 Code........................................................ 2
1.3 Company..................................................... 2
1.4 Committee................................................... 2
1.5 Compensation................................................ 2
1.6 Deferral Percentage......................................... 2
1.7 Deferred Compensation....................................... 2
1.8 Deferred Compensation Reserve............................... 2
1.9 Effective Date.............................................. 2
1.10 Election.................................................... 2
1.11 Election Year............................................... 2
1.12 Employee.................................................... 2
1.13 Participant................................................. 2
1.14 Plan........................................................ 3
1.15 Retirement and Savings Plan................................. 3
1.16 Subsidiary.................................................. 3
1.17 Termination of Employment................................... 3
ARTICLE II PARTICIPANT ELECTIONS....................................... 4
2.1 Deferred Compensation Reserve............................... 4
2.2 Annual Elections............................................ 4
2.3 Form of Election............................................ 4
ARTICLE III PARTICIPANT'S ACCOUNTS...................................... 6
3.1 Individual Accounts......................................... 6
3.2 Company Accruals............................................ 6
3.3 Forfeiture Accruals......................................... 7
3.4 Crediting of Earnings....................................... 7
3.5 Accounts Do Not Result in Property Rights................... 7
3.6 Tax-Qualified Plans......................................... 7
3.7 No Assignment of Interests.................................. 7
ARTICLE IV DISTRIBUTIONS............................................... 9
4.1 Commencement of Distribution................................ 9
4.2 Beneficiaries...............................................10
4.3 Emergency Distributions.....................................10
4.4 Discharge of Obligation For Payment.........................10
ARTICLE V ADMINISTRATION..............................................11
5.1 Administrator...............................................11
5.2 Expenses....................................................11
5.3 Acceleration of Payments....................................11
5.4 Indemnification.............................................11
ARTICLE VI MISCELLANEOUS...............................................12
6.1 Plan Not An Employment Contract.............................12
2
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6.2 No Trust Created........................................... 12
6.3 Amendment or Termination of Plan........................... 12
6.4 Effect of Plan............................................. 12
6.5 Severability............................................... 12
6.6 Applicable Law............................................. 12
ARTICLE VII SPECIAL RULES FOR PRE-EFFECTIVE DATE
EMPLOYEES.................................................. 13
7.1 Governing Rules................................................. 13
3
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ARTICLE I
DEFINITIONS
For purposes of this Plan, unless the context requires otherwise, the
following words and phrases, when used herein with initial capital letters,
shall have the meanings indicated:
1.1 "Administrator" means the person appointed by the Committee pursuant to
Article 5.1 of this Plan to administer this Plan.
1.2 "Code" shall refer to the Internal Revenue Code of 1986, as amended, or
any successor statute, including the regulations issued thereunder.
1.3 "Company" shall refer to Host Marriott Corporation and any Subsidiary
that (a) elects to join the Plan, and (b) obtains the consent of the Committee
to do so.
1.4 "Committee" means the Compensation Policy Committee appointed by the
Board of Directors of Host Marriott Corporation.
1.5 "Compensation" means all wages or salary, overtime, cash bonus, annual
leave, sick leave, funeral leave and holiday pay payable by the Company to an
Employee, benefits under the Host Marriott Corporation (HMC) Flexible Benefits
Plan, and "Flexible Compensation" as defined in Section 5.1 of the Retirement
Plan, all without regard to any Elections made by the Employee to defer such
amounts under this Plan or in accordance with any other plan or agreement with
the Company, but excluding any and all other forms of compensation.
1.6 "Deferral Percentage" means the percentage of a Participant's
Compensation for the Election Year to be deferred in accordance with an Election
pursuant to Article II of this Plan.
1.7 "Deferred Compensation" means Compensation with respect to which a
Participant has made an Election to defer receipt thereof in accordance with
Article II of this Plan, and Section 401(k) Contributions elected in accordance
with Article V of the Retirement Plan.
1.8 "Deferred Compensation Reserve" means the book reserve reflecting the
total aggregate amounts credited to the individual accounts of Participants
under Article III of this Plan.
1.9 "Effective Date" means the date on which Host Marriott Corporation
distributes a special dividend to its shareholders of all of the stock of Host
Marriott Services Corporation.
1.10 "Election" means an election made by a Participant in accordance with
Article II of this Plan.
1.11 "Election Year" means the fiscal year of the Company for which a
Participant earns Compensation with respect to which the Participant makes an
Election pursuant to Article II of this Plan.
1.12 "Employee" means any individual employed by the Company.
1.13 "Participant" means an Employee or other person who has been admitted
to participation in the Plan. The following Employees and other persons are
eligible to participate:
(a) All Employees of the Company who are notified by the Administrator
that they are eligible to participate in this Plan and (i) whose annual
base salary plus cash bonus before any Election under this Plan exceeds
$120,000, or such other amount designated by the Committee; or (ii) who
have three years of service with the Company, are bonus-eligible and whose
annual base salary before any Election under this Plan exceeds $75,000, or
such other amount designated by the Committee; or (iii) who are select
management employees of an acquired company who are covered by a deferred
compensation program of such acquired company;
2
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(b) (i) All Employees who participated in the Retirement and Savings
Plan (or with respect to the Election Year beginning on Effective Date and
ending on December 27, 1996, the Host Marriott Corporation Employees'
Profit Sharing, Retirement and Savings Plan and Trust) during the
immediately preceding calendar year, and were subject to a reduction during
such year in the amounts allocable to their "Company Contribution Accounts"
in the Retirement and Savings Plan (or with respect to the Election Year
beginning on the Effective Date and ending December 27, 1996, the Host
Marriott Corporation Employees' Profit Sharing, Retirement and Savings Plan
and Trust) for such year as a result of Section 401(m) of the Code; and
(ii) all Employees who participated in the Retirement and Savings Plan
during the current fiscal year of the Company and who have Compensation in
excess of the limits set forth under Section 401(a)(17) of the Code,
provided such Employees have not made an election to participate for the
current year under paragraph (a) of this section;
(c) Members of the Board of Directors of Host Marriott Corporation; or
(d) Former Participants, terminated Participants, and their
beneficiaries, as appropriate to the context.
1.14 "Plan" This Plan as adopted effective December 30, 1995, as it may be
further amended from time to time.
1.15 "Retirement and Savings Plan" means the Host Marriott Corporation
Retirement and Savings Plan and Trust.
1.16 "Subsidiary" means either (a) a member of a controlled group of
corporations of which the Company is a member, or (b) an unincorporated trade or
business which is under common control by or with the Company as determined in
accordance with Section 414(c) of the Code. For purposes hereof, a "controlled
group of corporations" shall have the meaning set forth in Section 1563(a) of
the Code, determined without regard to Sections 1563(a)(4) and (e)(3)(C) of the
Code.
1.17 "Termination of Employment" means termination of employment with the
Company in any of the following circumstances:
(a) Where the Employee voluntarily resigns or retires;
(b) Where the Employee is discharged;
(c) Where the Employee is totally and permanently disabled and thereby
unable to perform the usual duties of his employment with the Company, as
determined by the Administrator in accordance with standards set forth in
the Retirement and Savings Plan; or
(d) Where the Employee dies.
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ARTICLE II
PARTICIPANT ELECTIONS
2.1 Deferred Compensation Reserve.
The Company shall establish and maintain a book reserve (the "Deferred
Compensation Reserve"), to which it shall credit the total aggregate amount
designated by Participants each year in Elections pursuant to Section 2.3(d).
2.2 Annual Elections.
(a) Each Participant shall have the option to designate in an Election
in the form prescribed in Section 2.3 an amount or a percentage of such
Participant's Compensation for any Election Year to be credited to the
Deferred Compensation Reserve; provided, however, that the Committee shall
have the right to approve or disapprove such Election by any Participant,
in whole or in part, in the sole discretion of the Administrator.
(b) Elections shall be made on or before the last business day of the
fiscal year immediately preceding the Election Year. Notwithstanding the
foregoing, a Participant may make an Election during the Election Year with
respect to Compensation earned for any subsequent payroll period of the
Company that begins during the remainder of the Election Year, provided
such Election is made within 30 days of notification by the Administrator
of the Participant's eligibility to participate in the Plan.
(c) Except as provided in Section 4.3, an Election shall be
irrevocable with respect to all Compensation earned during an Election
Year. Notwithstanding the foregoing, an Election made as to an Election
Year shall not remain in effect with respect to Compensation earned for any
subsequent year.
2.3 Form of Election.
(a) Each Election shall be made on a form provided by the
Administrator within the period described in Section 2.2(b), and shall
designate either (i) a Deferral Percentage; (ii) a fixed dollar amount of
the Participant's Compensation for the Election Year to be deferred; (iii)
a fixed dollar amount of the Participant's Compensation for the Election
Year to be paid currently; or (iv) any combination of these methods with
the consent of the Administrator acting in his or her sole discretion;
provided, however, that a Participant who is also a participant in the Host
Marriott Corporation Non-Employee Directors' Deferred Stock Compensation
Plan for the concurrent Election Year may only designate a Deferral
Percentage. Such Elections shall designate a distribution commencement date
and manner of distribution in accordance with Section 4.1; provided,
however, that such distribution commencement date shall be no later or
earlier than the respective dates specified in Section 4.1(a). If no
designation is received by the Administrator within the prescribed time
period, the Administrator shall elect the time and manner of distribution
and notify the Participant of such selection.
(b) Each Participant shall be entitled to Deferred Compensation for
the Election Year in an amount determined as follows: (i) if the
Participant elects a Deferral Percentage in accordance with paragraph
(a)(i) of this section, an amount equal to the product of such Deferral
Percentage times the Participant's total Compensation for each pay period
of the Election Year; (ii) if the Participant elects to designate a fixed
dollar amount to be deferred in accordance with paragraph (a)(ii) of this
section, the amount so deferred; (iii) if the Participant elects to
designate a fixed dollar amount to be paid currently in accordance with
paragraph (a)(iii) of this section, the amount by which such Participant's
total Compensation for the Election Year exceeds such fixed dollar amount;
or (iv) if the Participant elects a combination of the above in accordance
with paragraph (a)(iv) of this section, the appropriate amount shall be
determined by the Administrator based on the above principles.
(c) Deferred Compensation shall first be credited to the Participant's
"Section 401(k) Contribution Account" in the Retirement and Savings Plan to
the extent designated by the Participant as "Section 401(k) Contributions"
in accordance with the terms of the Retirement and Savings Plan, or to such
lesser extent permitted by law provided the
4
<PAGE>
amount so designated corresponds to the maximum amount permissible
under Sections 401(k)(3), 402(g) or 415 of the Code, as amended.
(d) The difference between the total amount determined under paragraph
(b) of this section and the amount determined under paragraph (c) of this
section shall be credited to the Deferred Compensation Reserve on behalf of
the Participant. In addition, there shall also be credited to the Deferred
Compensation Reserve on behalf of Participants described in Section
1.13(b)(ii) the difference between (i) the total amount of "After-tax
Savings" plus "Section 401(k) Contributions" in the Retirement and Savings
Plan elected by each such Participant for the current fiscal year, and (ii)
the amount of "After-tax Savings" and "Section 401(k) Contributions"
permitted to be contributed to the Retirement and Savings Plan for the
current fiscal year on behalf of each such Participant under the
Compensation limits set forth in Section 401(a)(17) of the Code. The
preceding sentence shall be applied after first taking into account
limitations under Section 401(m) of the Code on such amounts.
(e) For purposes of this Section 2.3, Participants eligible to make
Elections provided herein shall include only Participants described in
Sections 1.13(a) and (c), and shall exclude all other Participants.
Participants described in Section 1.13(a)(ii) shall be entitled to make
Elections only with respect to an amount of Compensation not exceeding such
Participant's bonus for a year during which a timely Election is made as
provided herein. In addition to any other Election permitted under this
Section 2.3, each Participant described in Section 1.13(a)(iii) shall also
be entitled to make an Election to have Deferred Compensation credited to
his or her account in this Plan in an amount equal to the amount which such
Participant agrees to forfeit under a deferred compensation plan of an
acquired company.
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ARTICLE III
PARTICIPANT'S ACCOUNTS
3.1 Individual Accounts.
The Administrator shall establish and maintain records reflecting each
Participant's interest in the Deferred Compensation Reserve to which the
Administrator shall credit Deferred Compensation in accordance with each
Participant's Election pursuant to Section 2.3(d), Company Accruals pursuant to
Section 3.2, Forfeiture Accruals pursuant to Section 3.3, and earnings pursuant
to Section 3.4.
3.2 Company Accruals.
The Company shall credit to the Deferred Compensation Reserve on behalf of
each Participant an amount ("Company Accruals") each Election Year which shall
be determined in the following manner:
(a) The Administrator shall determine for the Election Year the ratio
for allocating "Company Contributions" under Section 6.4(c) of the
Retirement Plan.
(b) The Administrator shall then determine for each Participant in
this Plan an amount equal to six percent (6%) of the Participant's total
Compensation for the Election Year, or, if less, the sum of (i) the
Participant's Deferred Compensation for the Election Year (as determined
under Section 2.3(b)) and (ii) the amount of the Participant's After-Tax
Basic Savings contributed to the Retirement Plan for the Election Year in
accordance with Section 4.2 of the Retirement Plan. The Committee may in
its sole discretion limit the dollar amount of a Participant's Deferred
Compensation taken into account for purposes of this Section 3.2 based on
uniform standards, provided that the Administrator notifies such
Participant of such limitation on or prior to the due date for Elections
under Section 2.2(b).
(c) The amount determined in paragraph (b) of this section shall be
reduced by subtracting (i) the amount credited to the Participant's
"Section 401(k) Contribution Account" in the Retirement and Savings Plan,
and (ii) the amount of the Participant's After-Tax Basic Savings
contributed to the Retirement and Savings Plan for the Election Year in
accordance with Section 4.2 of the Retirement and Savings Plan.
(d) The Administrator shall then allocate to the Deferred Compensation
Reserve on behalf of each Participant the product of (i) the ratio
determined in accordance with paragraph (a) of this section, times (ii) the
amount determined in accordance with paragraph (c) of this section.
(e) The Administrator shall allocate to the Deferred Compensation
Reserve on behalf of each Participant described in Section 1.13(b) the
amount of any reduction of allocations to the "Company Contribution
Accounts" of such Participants under Section 6.7 of the Retirement and
Savings Plan as of the same date such amounts would have been allocated
under the Retirement and Savings Plan but for such reduction; provided
however, as of the same date such amounts would have been allocated under
the Retirement and Savings Plan but for such reduction, that in no event
shall an amount be credited to a Participant's account herein under this
paragraph (e) if an equivalent amount is distributed currently to such
Participant.
(f) In addition to the foregoing, the Administrator shall allocate to
the Deferred Compensation Reserve on behalf of each Participant described
in Section 1.13(b)(ii) an amount equal to the difference between (i) the
total amount of allocations that would have been made to the "Company
Contribution Account" of such Participant in the Retirement and Savings
Plan for the current fiscal year in the absence of the Compensation limits
set forth in Section 401(a)(17) of the Code, and (ii) the amount permitted
to be allocated under such Compensation limit
(g) Company Accruals under this Section 3.2 shall be allocated only on
behalf of Participants in the Plan (other than terminated Participants) as
of the last day of the fiscal year of the Company for which the allocation
is made.
6
<PAGE>
3.3 Forfeiture Accruals.
The Company shall credit to the Deferred Compensation Reserve on behalf of
each Participant an amount ("Forfeiture Accruals") each Election Year which
shall be determined in the following manner:
(a) The Administrator shall determine for the Election Year the ratio
of (i) aggregate forfeitures (as defined in Section 9.5(a) of the
Retirement and Savings Plan) allocated under Section 6.9 of the Retirement
and Savings Plan for the Election Year to (ii) the total aggregate Combined
Basic Savings (as defined in Section 1.18 of the Retirement and Savings
Plan) for the current fiscal year.
(b) The Administrator shall then determine for each Participant in
this Plan the amount of the balance in such Participant's account in the
Deferred Compensation Reserve constituting Deferred Compensation in an
amount equal to the amount determined under Section 3.2(c) as of the end of
the current fiscal year.
(c) The Administrator shall then allocate to the Deferred Compensation
Reserve on behalf of each Participant the product of (i) the ratio
determined in accordance with paragraph (a) of this section, times (ii) the
amount determined in accordance with paragraph (b) of this section.
(d) Forfeiture Accruals under this Section 3.3 shall be allocated only
on behalf of Participants in the Plan (other than terminated Participants)
as of the last day of the fiscal year of the Company for which the
allocation is made.
3.4 Crediting of Earnings.
The Company shall credit earnings to the Deferred Compensation Reserve in
an amount determined as follows:
(a) Company contributions determined in accordance with Section 3.2
and earnings attributable thereto, along with forfeitures determined in
accordance with Section 3.3 and earnings attributable thereto, shall be
credited with earnings at the same rate and with the same frequency as
earnings credited to the "Stable Value Fund" described in the Retirement
and Savings Plan.
(b) Deferred Compensation allocated to the Deferred Compensation
Reserve in accordance with Section 2.3(d), along with earnings attributable
thereto, shall be credited with earnings at the same rate and with the same
frequency as earnings credited to the "Stable Value Fund" described in the
Retirement and Savings Plan.
3.5 Accounts Do Not Result in Property Rights.
(a) The Deferred Compensation Reserve and the accounts maintained
thereunder on behalf of each Participant are for administrative purposes
only, and do not vest in the Participants any right, title or interest in
such reserve or such accounts, except as expressly set forth in this Plan.
(b) Title to and beneficial ownership of any assets, whether cash or
investments which the Company may designate to make payments of Deferred
Compensation hereunder, shall at all times remain in the Company, and no
Participant shall have any property interest whatsoever in any specific
assets of the Company.
3.6 Tax-Qualified Plans.
Amounts credited to a Participant's account in the Deferred Compensation
Reserve shall not be deemed compensation to such Participant for purposes of
computing employer contributions or benefits under any tax-qualified plan of
deferred compensation maintained by the Company.
3.7 No Assignment of Interests.
7
<PAGE>
The rights of Participants or any other persons to the payment of amounts
from the Deferred Compensation Reserve under this Plan shall not be assigned,
transferred, pledged or encumbered except by will or by the laws of descent and
distribution.
8
<PAGE>
ARTICLE IV
DISTRIBUTIONS
4.1 Commencement of Distribution.
(a) Except as otherwise specified in paragraph (d) of this section or
Section 4.3, Deferred Compensation, Company Accruals, Forfeiture Accruals
and earnings thereon credited to a Participant's account shall become
distributable as soon as administratively feasible following notification
to the Administrator of such Participant's Termination of Employment or
death (whichever occurs first). Distribution shall be made in the manner
specified in paragraph (b) of this section. Alternatively, a Participant
may elect in accordance with Section 2.3(a) for distribution to commence
prior to Termination of Employment, but no earlier than the beginning of
the sixth (6th) fiscal year of the Company following the Election Year for
which such Deferred Compensation was earned, if applicable, or otherwise in
a single lump sum cash payment. Such distribution prior to Termination of
Employment will be permitted only to the extent that it relates to an
Election Year or Years for which the amount deferred exceeds six percent
(6%) of the Participant's total Compensation for such Election Year, and
the amount so distributed will consist solely of the amount of such excess
inclusive of any earnings attributable thereto.
(b)(l) A Participant shall designate in an Election made in accordance
with Section 2.3 whether distribution of his account shall be made in the
form of (i) a single lump sum cash payment; (ii) annual cash installments
payable over a designated term not to exceed ten (10) years; or (iii) any
other manner of distribution requested by the Participant, with the consent
of the Administrator acting in his or her sole discretion. Notwithstanding
the foregoing, a Participant who is actively employed by the Company or
serving on the Company's Board of Directors shall be entitled to a change
in the manner of distribution of his account under paragraph (a) of this
section as designated on a form provided by the Administrator, with the
consent of the Committee acting in its sole discretion. An approved request
for change shall become effective on the first anniversary (the
"Anniversary Date") of the date such request was received by the
Administrator, provided such request shall be invalid if the Participant
has a Termination of Employment as described in Section 1.17 (but not
including Section 1.17(b) or (c)) prior to the Anniversary Date, or, as to
Deferred Compensation relating to any Election Year, if any amount of such
Deferred Compensation for an Election Year would otherwise become
distributable prior to the Anniversary Date. Notwithstanding the foregoing,
a Participant who has a Termination of Employment as described in Section
1.17(b) or (c) may cancel the request for change at his or her option as
designated on a form provided by the Administrator.
(b)(2) A Participant requesting a change pursuant to paragraph (b)(l)
of this section shall be prohibited from making an Election in accordance
with Section 2.3, and any Election previously made shall be ineffective, to
the extent such Election applies to the next Election Year beginning after
the date of the Participant's change request.
(b)(3) No earnings shall be credited under Section 3.4(a) on amounts
allocated to the Deferred Compensation Reserve under Section 3.2(e) for the
period from the date of a Participant's Termination of Employment (or the
date on which a Participant's status as a member of the Company's Board of
Directors ceases) until the date of the first distribution of such amounts,
in the event a change in the manner of distribution of such amounts has
been approved by the Committee as provided above.
(c) If payment is deferred and paid in installments in accordance with
paragraph (b) of this section, the remaining balance in the Participant's
account shall continue to be credited with earnings as provided in Sections
3.1 and 3.4(b).
(d) Notwithstanding the foregoing, no distribution shall be made of
Company Accruals credited to a Participant's account under Section 3.2, of
Forfeiture Accruals credited under Section 3.3, or of earnings credited
thereon under Section 3.4(a), except to the extent such amounts would be
vested if they had been contributed on behalf of the Participant as Company
contributions or forfeitures under the Retirement Plan. For this purpose,
such amounts shall be deemed to vest in accordance with the schedule set
forth in Section 7.3 of the Retirement Plan, and nonvested amounts shall be
forfeited if the Participant terminates employment with the Company in
circumstances in which the Participant
9
<PAGE>
would not be fully vested under the Retirement Plan. The Company shall
have no further obligation to the Plan or to any Participant for nonvested
amounts forfeited hereunder.
4.2 Beneficiaries.
Each Participant may designate a beneficiary on a form provided by the
Administrator to receive distributions made pursuant to Section 4.1; provided,
however, that the beneficiary designated by the Participant under the Retirement
Plan shall be deemed to be the beneficiary under this Plan unless the
Participant specifically designates otherwise. If no beneficiary is designated
under the Retirement and Savings Plan or under this Plan, or if the beneficiary
shall not survive the Participant, the Participant shall be deemed to have
designated the following beneficiaries (if then living) in the following order
of priority: (i) spouse; (ii) children; including adopted children, in equal
shares; (iii) parents, in equal shares; and (iv) the Participant's estate.
4.3 Emergency Distributions.
Notwithstanding the provisions of Section 4.1, the vested portion of a
Participant's account may be distributed prior to such Participant's Termination
of Employment, death, or other distribution date elected by the Participant in
the sole discretion of the Committee. Distribution shall be made under this
Section 4.3 only in cases of serious financial emergency which is beyond the
control of the Participant, as determined by the Committee, and only if failure
to make the distribution would result in severe financial hardship to the
Participant or beneficiary. Amounts distributed under this Section 4.3 shall not
exceed the amount needed to satisfy such emergency and to pay all applicable
taxes on the amount of the distribution.
4.4 Discharge of Obligation For Payment.
If the Administrator shall find that any person to whom any payment is
payable under this Plan is unable to care for such person's affairs because of
illness or accident, or is a minor, any payment due (unless a prior claim
therefor shall have been made by a duly appointed guardian, committee or other
legal representative) may be paid to the spouse, a child, a parent, or a brother
or sister, or to any person deemed by the Administrator to have incurred expense
for such person otherwise entitled to payment, in such manner and proportions as
the Administrator may determine. Any such payment shall be complete discharge of
the liabilities of the Company under this Plan.
10
<PAGE>
ARTICLE V
ADMINISTRATION
5.1 Administrator.
The Committee shall appoint an Administrator who shall be responsible for
the management, operation and administration of the Plan. The Administrator
shall have full power and authority to interpret, construe and administer this
Plan and the Administrator's interpretations and construction thereof, and
actions hereunder, including any valuation of the Deferred Compensation Reserve,
or the amount or recipient of the payment to be made therefrom, shall be binding
and conclusive on all persons for all purposes. The Company shall not be liable
to any person for any action taken or omitted in connection with the
interpretation and administration of this Plan unless attributable to willful
misconduct or lack of good faith by the Company.
5.2 Expenses.
The expenses of administering this Plan shall be borne by the Company and
shall not be charged against the Deferred Compensation Reserve.
5.3 Acceleration of Payments.
Notwithstanding anything in this Plan to the contrary, the Committee in its
sole discretion may direct the Administrator to pay any or all amounts credited
to a Participant's account in a single lump sum cash payment or accelerate
payment of installments distributable under Article IV of this Plan, in order to
clear out small balances, terminate the Plan, or otherwise to relieve costs of
maintaining and administering the Plan.
5.4 Indemnification.
To the extent permitted by applicable state law, the Company shall
indemnify and save harmless the Board of Directors and each member or delegate
thereof, each employee or delegate thereof, so long as it is composed of
individuals appointed by the Company, the Plan Administrator and each employee
or delegate thereof, against any and all expenses, liabilities and claims,
including legal fees to defend against such liabilities and claims, arising out
of their discharge of responsibilities under or incident to the Plan, excepting
only expenses and liabilities arising out of willful misconduct or gross
negligence. This indemnity shall not preclude such further indemnities as may be
available under insurance purchased by the Company or provided by the Company
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, as such indemnities are permitted under state law. Payments with
respect to any indemnity and payment of expenses or fees under this section
shall be made only from assets of the Company and shall not be made directly or
indirectly from Trust assets.
11
<PAGE>
ARTICLE VI
MISCELLANEOUS
6.1 Plan Not An Employment Contract.
Nothing contained herein shall be construed as conferring upon any
Participant the right to continue in the employ of the Company as an executive
or in any other capacity.
6.2 No Trust Created.
Nothing contained in this Plan and no action taken pursuant to the
provisions of this Plan shall create or be construed to create a trust of any
kind, or a fiduciary relationship between the Company and any person, including
any Participant or any other person. Any amounts which may be credited to the
Deferred Compensation Reserve shall continue for all purposes to be a part of
the general funds of the Company and no person other than the Company shall by
virtue of the provisions of this Plan have any interest in such funds. To the
extent that any person acquires a right to receive payments from the Company
under this Plan, such right shall be no greater than the right of any unsecured
general creditor of the Company.
6.3 Amendment or Termination of Plan.
(a) The Board of Directors of the Company may amend or terminate the
Plan at any time and from time to time, and/or distribute all account
balances under the Plan, pursuant to written resolutions adopted by such
Board of Directors. In no event will any such amendment or termination of
the Plan have the effect of reducing the accrued account balance or then
vested percentage of any Participant under this Plan.
(b) If a determination is made by the Internal Revenue Service that
the account balance of any Participant is subject to current income
taxation, such account balance will be immediately distributed to the
Participant or the Participant's beneficiary to the extent of such taxable
amount; provided, however, that if the Participant is contesting the above
mentioned determination of the Internal Revenue Service, the Administrator
may in his or her sole discretion delay distribution until the
determination is final.
(c) In the event the Retirement and Savings Plan is terminated, the
Committee may at its sole discretion distribute all account balances under
this Plan. Alternatively, in the event of such termination the Committee
may at its sole discretion establish another basis for crediting earnings
under this Plan, provided that any rate so credited shall not be less than
the Company's borrowing rate from time to time.
6.4 Effect of Plan.
This Plan shall be binding upon and inure to the benefit of the Company,
its successors and assigns, and the Participants and their heirs, beneficiaries,
executors, administrators and legal representatives.
6.5 Severability.
If any provision of this Plan shall for any reason be invalid or
unenforceable, the remaining provisions shall nevertheless remain in full force
and effect.
6.6 Applicable Law.
This Plan shall be construed in accordance with and governed by the laws of
the State of Maryland.
12
<PAGE>
ARTICLE VII
SPECIAL RULES FOR PRE-EFFECTIVE DATE EMPLOYEES
7.1 Governing Rules. Notwithstanding anything contained elsewhere in this
Plan to the contrary, the following rules shall apply to Employees who were
employed by Host Marriott Corporation on the date before the Effective Date.
(a) Any election in effect under the Host Marriott Corporation
Executive Deferred Compensation Plan, and the Host Marriott Corporation
Employees' Profit Sharing, Retirement and Savings Plan and Trust (the
"Prior Profit Sharing Plan") on the date before the Effective Date shall
continue to be effective under this Plan for the 1995 Election Year, and
any compensation taken into account under the Prior Profit Sharing Plan
shall be taken into account under this Plan for purposes of Articles II and
IV for the 1995 Election Year.
(b) Any notification by the administrator under the Host Marriott
Corporation Executive Deferred Corporation Plan as in effect on or prior to
the Effective Date (the "Prior Plan") concerning eligibility to participate
in such plan for the 1995 fiscal year shall continue to be effective under
this Plan for the 1995 Election Year.
(c) Any service with Host Marriott Corporation prior to the Effective
Date shall be taken into account in determining service with the Company
for purposes of determining years of service under Section 1.13(a).
(d) For purposes of Section 1.13(b)(ii), participation in the Plan for
the 1995 Election Year shall include participation in the Prior Plan for
such year.
(e) Any approved request in effect under the Prior Plan to change the
Participant's manner of distribution of his account shall continue to be
effective under this Plan as if such request had been approved under this
Plan.
(f) Any beneficiary designation in effect under the Prior Plan on the
date before the Effective Date shall continue to be effective under this
Plan.
13
<PAGE>
CERTIFICATE OF SECRETARY
I, the undersigned secretary of Host Marriott Corporation (the
"Corporation"), do hereby certify that the attached copy of the Host Marriott
Corporation (HMC) Executive Deferred Compensation Plan (the "Plan") is a true
and correct copy of the Plan and that there have been no amendments or
modifications to the Plan that are not reflected in this copy.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of Host Marriott
Corporation as of the 30th day of December, 1995.
/s/ Christopher G. Townsend
---------------------------
Christopher G. Townsend
Secretary
14
EXHIBIT 5.1
[HOST MARRIOTT CORPORATION LAW DEPARTMENT LETTERHEAD]
July 25, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Host Marriott Corporation (HMC)
Executive Deferred Compensation
Plan: Registration on Form S-8
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of Host Marriott Corporation, a Delaware corporation
(the "Company"), to be filed on or about July 25, 1996, 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
employees and other plan participants unsecured deferred compensation
obligations (obligations of Host Marriott Corporation to pay deferred
compensation in the future) under the terms of the Host Marriott Corporation
(HMC) Executive Deferred Compensation Plan (the "Plan"), you have asked for my
opinion as to the validity of such obligations.
In my capacity as Deputy General Counsel for the Company, I am familiar
with and have reviewed (1) the Company's Certificate 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) resolutions of the
board of directors of the Company approving 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.
<PAGE>
Subject to the foregoing and the other matters set forth herein, it is my
opinion that the obligations under the plan are duly and validly authorized.
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,
Corporate Secretary &
Deputy General Counsel
Exhibit 5.2
[HOST MARRIOTT CORPORATION LAW DEPARTMENT LETTERHEAD]
July 25, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Host Marriott Corporation Executive Deferred Compensation Plan
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") of Host Marriott Corporation, a Delaware Corporation
(the "Company") to be filed on or about July 25, 1996 with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the
"Act") in connection with an offering of interests in the Host Marriott
Corporation Executive Deferred Compensation Plan (the "Plan") you have asked my
opinion whether the Plan conforms to the requirements of the Employee Retirement
Income Security Act of 1974, as amended.
In my capacity as Deputy General Counsel of the Company, I am familiar with
and have reviewed the Plan and the actions of the Company adopting the Plan. In
addition, I have made such legal and factual examinations and inquiries,
including an examination of originals, or copies certified 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 me.
The Plan by its terms is intended to be an unfunded deferred compensation
arrangement for the benefit of a select group of management and highly
compensated employees. To the limited extent that the provisions of ERISA apply
to such a Plan, the Plan complies with the requirements of ERISA.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Christopher G. Townsend
---------------------------
Christopher G. Townsend
Title: Senior Vice President,
Corporate Secretary &
Deputy General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 26,
1996 included in the Company's Form 10-K for the year ended December 29, 1995
and to the incorporation by reference in this registration statement of our
reports dated November 3, 1995 of the Dallas/Fort Worth Airport Marriott,
February 22, 1996 of the Pacific Landmark Hotel, Ltd. and Pacific Gateway, Ltd.,
August 18, 1995 of the San Antonio Marriott Riverwalk and December 15, 1995 of
TEC Entities included in the Company's Form 8-K dated February 28, 1996 and to
all references to our Firm included in this registration statement.
Arthur Andersen LLP
Washington, D.C.
July 19, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the reference to our firm in this registration
statement (Form S-8 No. 333- ______) pertaining to the Executive Deferred
Compensation Plan of Host Marriott Corporation and to the incorporation by
reference therein 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 (Form
S-1 No. 333-00147) filed with the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
July 19, 1996
Securities and Exchange Commission
April 15, 1996
Page 2
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The General Partner
Pacific Landmark Hotel, Ltd. and Pacific Gateway, Ltd.:
We consent to incorporation by reference in this registration statement
(No. 333-_________) of Host Marriott Corporation of our report dated March 10,
1995, except as to Note 6 to the combined financial statements, which is as of
January 5, 1996, included in Host Marriott Corporation's Form 8-K, dated January
17, 1996, relating to the combined financial statements of Pacific Landmark
Hotel, Ltd. and Pacific Gateway, Ltd., as of December 31, 1994 and 1993, and for
each of the years in the two-year period ended December 31, 1994.
KPMG Peat Marwick LLP
San Diego, California
July 19, 1996
