<PAGE>
As filed with the Securities and Exchange Commission on April 16, 1996
Registration No. 33-
-----------------------
- -------------------------------------------------------------------------------
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
NON-EMPLOYEE DIRECTORS' DEFERRED STOCK 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)
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of securities Amount Proposed Proposed Amount of
to be registered to be maximum maximum registration fee
registered offering aggregate
price offering
per price(1)
share(1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per 100,000 $13.25 $1,325,000 $456.90
share. . . . .
- --------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of the Registrant's Common Stock on the New York Stock
Exchange on April 12, 1996.
In addition, 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. There
are also registered hereunder such additional indeterminate number of shares as
may be issued as a result of the antidilution provisions of the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the plan listed on the cover of the Registration
Statement (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.
<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) The Annual Report on Form 10-K of Host Marriott Corporation, a Delaware
corporation (the "Company"), for the fiscal year ended December 29,
1995.
(2) Form S-1 Registration Statement filed March 26, 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
- ------
Not applicable
Item 5. Interests of Named Experts and Counsel
- ------
Not applicable
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
2
<PAGE>
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.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Opinion of the Company's Law Department.
24 - The Power of Attorney by the Officers and Directors who
signed this Registration Statement is set forth on page 5
herein.
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.
3
<PAGE>
(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 15th day of
April, 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 15th day of April, 1996.
THE HOST MARRIOTT CORPORATION NON-EMPLOYEE
DIRECTORS' DEFERRED STOCK COMPENSATION PLAN
By /s/ 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.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 15th day of April, 1996.
5
<PAGE>
Signature Title
--------- -----
*
- ------------------------------------ Richard E. Marriott
Chairman of the Board
*
- ------------------------------------ Terence C. Golden
President and Chief Executive Officer
(Principal Executive Officer)
*
- ------------------------------------ Robert E. Parsons, Jr.
Chief Financial Officer and
Executive Vice President
(Principal Financial Officer)
*
- ------------------------------------- Donald D. Olinger
Vice President and Corporate
Controller (Principal Accounting
Officer)
*
- -------------------------------------- J.W. Marriott, Jr.
Director
*
- -------------------------------------- Ann Dore McLaughlin
Director
*
- -------------------------------------- Harry L. Vincent, Jr.
Director
*
- -------------------------------------- R. Theodore Ammon
Director
* By /s/ Christopher G. Townsend
---------------------------------
Christopher G. Townsend
Attorney-in-fact
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 - Restated By-Laws, incorporated by reference from the Form
8-K filed October 23, 1993.
4.3 - The Plan.
23.1 Consent of Arthur Andersen LLP
23.2 Opinion of the Company's Law Department
24 The Power of Attorney executed by the officers and
directors who signed this Registration Statement is set
forth on page 5 herein.
7
<PAGE>
Exhibit 4.3
HOST MARRIOTT CORPORATION (HMC)
NON-EMPLOYEE DIRECTORS'
DEFERRED STOCK COMPENSATION PLAN
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I PURPOSE AND EFFECTIVE DATE.................................. 1
1.1 Purpose..................................................... 1
1.2 Effective Date.............................................. 1
ARTICLE II DEFINITIONS................................................. 2
2.1 Board....................................................... 2
2.2 Committee................................................... 2
2.3 Company..................................................... 2
2.4 Director.................................................... 2
2.5 Exchange Act................................................ 2
2.6 Fair Market Value........................................... 2
2.7 Fees........................................................ 2
2.8 Participant................................................. 2
2.9 Secretary................................................... 2
2.10 Shares...................................................... 2
2.11 Stock Units................................................. 2
2.12 Stock Unit Account.......................................... 2
2.13 Termination of Service...................................... 2
ARTICLE III SHARES AVAILABLE UNDER THE PLAN............................. 4
ARTICLE IV ADMINISTRATION.............................................. 5
ARTICLE V ELIGIBILITY................................................. 6
ARTICLE VI DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS................. 7
6.1 General Rule................................................ 7
6.2 Timing of Election.......................................... 7
6.3 Form of Election............................................ 7
6.4 Establishment of Stock Unit Account......................... 8
6.5 Credit of Dividend Equivalents.............................. 8
ARTICLE VII SETTLEMENT OF STOCK UNITS................................... 9
7.1 Settlement of Account....................................... 9
7.2 Payment Options............................................. 9
7.3 Continuation of Dividend Equivalents........................ 9
7.4 In Kind Dividends........................................... 9
ARTICLE VIII UNFUNDED STATUS............................................. 10
ARTICLE IX DESIGNATION OF BENEFICIARY.................................. 11
ARTICLE X ADJUSTMENT PROVISIONS....................................... 12
ARTICLE XI COMPLIANCE WITH RULE 16b-3.................................. 13
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
ARTICLE XII GENERAL PROVISIONS......................................... 14
12.1 No right to Continue as a Director......................... 14
12.2 No Shareholder Rights Conferred............................ 14
12.3 Change to the Plan......................................... 14
12.4 Consideration; Agreements.................................. 14
12.5 Compliance with Laws and Obligations....................... 14
12.6 Limitations on Transferability............................. 15
12.7 Governing Law.............................................. 15
12.8 Plan Termination........................................... 15
</TABLE>
ii
<PAGE>
HOST MARRIOTT CORPORATION (HMC)
NON-EMPLOYEE DIRECTORS'
DEFERRED STOCK COMPENSATION PLAN
--------------------------------
ARTICLE I
PURPOSE AND EFFECTIVE DATE
--------------------------
1.1 Purpose
-------
The Host Marriott Corporation Non-Employee Directors' Deferred Stock
Compensation Plan (the "Plan") is intended to advance the interests of the
Company and its shareholders by providing a means to attract and retain highly-
qualified persons to serve as non-employee Directors and to promote ownership by
non-employee Directors of a greater proprietary interest in the Company, thereby
aligning such Directors' interests more closely with the interests of
shareholders of the Company.
1.2 Effective Date
--------------
This Plan shall become effective November 3, 1994, the date approved by the
Board, subject to approval of the shareholders of the Company by the affirmative
vote of a majority of Shares present, or represented, and entitled to vote on
the subject matter, at the 1995 Annual Meeting of Shareholders of the Company at
which a quorum is present.
1
<PAGE>
ARTICLE II
DEFINITIONS
-----------
The following terms shall be defined as set forth below:
2.1 "Board" means the Board of Directors of the Company.
-----
2.2 "Committee" has the meaning set forth in Section 4.1.
---------
2.3 "Company" means Host Marriott Corporation, a Delaware corporation, or
-------
any successor thereto.
2.4 "Director" means any individual who is a member of the Board.
--------
2.5 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
------------
References to any provision of the Exchange Act include rules thereunder and
successor provisions and rules thereto.
2.6 "Fair Market Value" means the average of the highest and lowest quoted
-----------------
selling prices for the Shares on the relevant date, or (if there were no sales
on such date) the average so computed on the nearest day before or the nearest
day after the relevant date, as reported in The Wall Street Journal or a similar
publication selected by the Committee.
2.7 "Fees" means all or part of any retainer and/or fees payable to a non-
----
employee Director in his or her capacity as a Director.
2.8 "Participant" means a non-employee Director who defers Fees under
-----------
Article VI of this Plan.
2.9 "Secretary" means the Corporate Secretary or any Assistant Corporate
---------
Secretary of Host Marriott Corporation.
2.10 "Shares" means shares of the common stock of Host Marriott
------
Corporation, par value $1.00 per share, or of any successor corporation or other
legal entity adopting this Plan.
2.11 "Stock Units" means the credits to a Participant's Stock Unit
-----------
Account under Article VI of this Plan, each of which represents the right to
receive one Share upon settlement of the Stock Unit Account.
2.12 "Stock Unit Account" means the bookkeeping account established by
------------------
the Company pursuant to Section 6.4.
2.13 "Termination of Service" means termination of service as a Director
----------------------
in any of the following circumstances:
2
<PAGE>
(a) Where the Participant voluntarily resigns or retires;
(b) Where the Participant is not re-elected (or elected in the case of
an appointed Director) to the Board by the shareholders; or
(c) Where the Participant dies.
3
<PAGE>
ARTICLE III
SHARES AVAILABLE UNDER THE PLAN
-------------------------------
Subject to adjustment as provided in Article X, the maximum number of
Shares that may be distributed in settlement of Stock Unit Accounts under this
Plan shall not exceed 100,000. Such Shares may include authorized but unissued
Shares or Treasury Shares.
4
<PAGE>
ARTICLE IV
ADMINISTRATION
--------------
4.1 This Plan shall be administered by the Board's Compensation Policy
Committee (the "Committee"), or such other committee or individual as may be
designated by the Board. Notwithstanding the foregoing, no Director who is a
Participant under this Plan shall participate in any determination relating
solely or primarily to his or her own Shares, Stock Units or Stock Unit Account.
4.2 It shall be the duty of the Committee to administer this Plan in
accordance with its provisions and to make such recommendations of amendments or
otherwise as it deems necessary or appropriate.
4.3 The Committee shall have the authority to make all determinations it
deems necessary or advisable for administering this Plan, subject to the
limitations in Section 4.1 and other explicit provisions of this Plan.
5
<PAGE>
ARTICLE V
ELIGIBILITY
-----------
5.1 Each Director who is not an employee of the Company shall be eligible
to defer Fees under Article VI of this Plan.
5.2 If such Director subsequently becomes an employee of the Company (or
any of its subsidiaries), but does not incur a Termination of Service, such
Director shall (a) continue as a Participant with respect to Fees previously
deferred and (b) cease eligibility, with respect to all future Fees, if any,
earned while an employee.
6
<PAGE>
ARTICLE VI
DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS
-------------------------------------------
6.1 General Rule
------------
Each Director may, in lieu of receipt of Fees, defer such Fees in
accordance with this Article VI, provided that such Director is eligible under
Article V of this Plan to defer such Fees at the date any such Fees are
otherwise payable.
6.2 Timing of Election
------------------
Each eligible Director who wishes to defer Fees under this Plan must make
an irrevocable written election at least six (6) months prior to the start of
the calendar year for which the Fees would otherwise be paid; provided, however,
that with respect to (a) any elections made by Directors in 1995, and (b) any
election made by a newly-elected or appointed Director, the following special
rule shall apply. The election must be made at least 60 days prior to the date
the deferred Fees could otherwise have been payable to the Director and the
Company shall hold such deferred Fees (without interest) and convert them
pursuant to Section 6.4 on or as of the date which follows by six months such
deferral election. An election by a Director shall be deemed to be continuing
and therefore applicable to Fees to be paid in future years unless the Director
revokes or changes such election by filing a new election form by the due date
for such form specified in this Section 6.2.
6.3 Form of Election
----------------
An election shall be made in a manner satisfactory to the Secretary.
Generally, an election shall be made by completing and filing the specified
election form with the Secretary of the Company within the period described in
Section 6.2. At minimum, the form shall require the Director to specify the
following:
(a) a percentage (in 25% increments), not to exceed an aggregate of
100% of the Fees to be deferred under this Plan; and
(b) the manner of settlement in accordance with Section 7.2.
In the event Directors' Fees are increased or decreased during any calendar
year, a Participant's election in effect for such year will apply to the
specified percentage of Fees as increased or decreased.
7
<PAGE>
6.4 Establishment of Stock Unit Account
-----------------------------------
The Company will establish a Stock Unit Account for each Participant. All
Fees deferred pursuant to this Article VI shall be credited to the Participant's
Stock Unit Account as of the date the Fees would otherwise have been paid to the
Participant (the "Deferral Date") and converted to Stock Units as follows: The
number of Stock Units shall equal the deferred Fees divided by the Fair Market
Value of a Share on the Deferral Date, with fractional units calculated to at
least three (3) decimal places.
6.5 Credit of Dividend Equivalents
------------------------------
As of each dividend payment date with respect to Shares, each Participant
shall have credited to his or her Stock Unit Account an additional number of
Stock Units equal to: the per-share cash dividend payable with respect to a
Share on such dividend payment date multiplied by the number of Stock Units held
in the Stock Unit Account as of the close of business on the record date for
such dividend divided by the Fair Market Value of a Share on such dividend
payment date. If dividends are paid on Shares in a form other than cash, then
such dividends shall be notionally converted to cash, if their value is readily
determinable, and credited in a manner consistent with the foregoing and, if
their value is not readily determinable, shall be credited "in kind" to the
Participant's Stock Unit Account.
8
<PAGE>
ARTICLE VII
SETTLEMENT OF STOCK UNITS
-------------------------
7.1 Settlement of Account
---------------------
The Company will settle a Participant's Stock Unit Account in the manner
described in Section 7.2 as soon as administratively feasible following
notification of such Participant's Termination of Service.
7.2 Payment Options
---------------
An election filed under Article VI shall specify whether the Participant's
Stock Unit Account is to be settled by delivering to the Participant (or his or
her beneficiary) the number of Shares equal to the number of whole Stock Units
then credited to the Participant's Stock Unit Account, in (a) a lump sum, or (b)
substantially equal annual installments over a period not to exceed ten (10)
years. If, upon lump sum distribution or final distribution of an installment,
less than one whole Stock Unit is credited to a Participant's Stock Unit
Account, cash will be paid in lieu of fractional shares on the date of such
distribution.
7.3 Continuation of Dividend Equivalents
------------------------------------
If payment of Stock Units is deferred and paid in installments, the
Participant's Stock Unit Account shall continue to be credited with dividend
equivalents as provided in Section 6.5.
7.4 In Kind Dividends
-----------------
If any "in kind" dividends were credited to the Participant's Stock Unit
Account under Section 6.5, such dividends shall be payable to the Participant in
full on the date of the first distribution of Shares under Section 7.2.
9
<PAGE>
ARTICLE VIII
UNFUNDED STATUS
---------------
The interest of each Participant in any Fees deferred under this Plan (and
any Stock Units or Stock Unit Account relating thereto) shall be that of a
general creditor of the Company. Stock Unit Accounts, and Stock Units (and, if
any, "in kind" dividends) credited thereto, shall at all times be maintained by
the Company as bookkeeping entries evidencing unfunded and unsecured general
obligations of the Company.
10
<PAGE>
ARTICLE IX
DESIGNATION OF BENEFICIARY
--------------------------
Each Participant may designate, on a form provided by the Secretary, one or
more beneficiaries to receive the Shares described in Section 7.2 in the event
of such Participant's death. The Company may rely upon the beneficiary
designation last filed with the Committee, provided that such form was executed
by the Participant or his or her legal representative and filed with the
Committee prior to the Participant's death.
11
<PAGE>
ARTICLE X
ADJUSTMENT PROVISIONS
---------------------
In the event any recapitalization, reorganization, merger, consolidation,
spin-off, combination, repurchase, exchange of shares or other securities of the
Company, stock split or reverse split, or similar corporate transaction or event
affects Shares such that an adjustment is determined by the Board or Committee
to be appropriate to prevent dilution or enlargement of Participants' rights
under this Plan, then the Board or Committee will, in a manner that is
proportionate to the change to the Shares and is otherwise equitable, adjust the
number or kind of Shares to be delivered upon settlement of Stock Unit Accounts
under Article VII.
12
<PAGE>
ARTICLE XI
COMPLIANCE WITH RULE 16b-3
--------------------------
It is the intent of the Company that this Plan comply in all respects with
applicable provisions of Rule 16b-3 under the Exchange Act in the connection
with the deferral of Fees. Thus, other provisions of this Plan notwithstanding,
if any deferral of Fees would occur less than six (6) months after the
Participant filed an irrevocable election which would result in such deferral
and at a time that the Company's employee benefit plans are being operated in
conformity with Rule 16b-3 as adopted and in effect, such deferral election may
be modified in a manner consistent with the special rule described in
Section 6.2 or in any other manner consistent with Rule 16b-3 as then
applicable to any transaction by a Participant subject to Section 16 of the
Exchange Act, or would cause any Participant or Director to no longer be deemed
a "disinterested person" within the meaning of Rule. 16b-3, such provision will
be construed or deemed amended to the extent necessary to conform to such
requirements with respect to such Participant or Director.
13
<PAGE>
ARTICLE XII
GENERAL PROVISIONS
------------------
12.1 No right to Continue as a Director
----------------------------------
Nothing contained in this Plan will confer upon any Participant any right
to continue to serve as a Director.
12.2 No Shareholder Rights Conferred
-------------------------------
Nothing contained in this Plan will confer upon any Participant any rights
of a shareholder of the Company unless and until Shares are in fact issued or
transferred to such Participant in accordance with Article VII.
12.3 Change to the Plan
------------------
The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of shareholders or Participants, except that any such action
will be subject to the approval of the Company's shareholders at the next annual
meeting of shareholders having a record date after the date such action was
taken if such stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated quotation system on
which the Shares may then be listed or quoted, or if the Board determines in its
discretion to seek such shareholder approval; provided; however, that, without
the consent of an affected Participant, no such action may materially impair the
rights of such Participant with respect to any Stock Units credited to his or
her Stock Unit Account; and provided, however, that any "plan provision"
referred to in Rule 16b-3(c)(2)(ii)(B) under the Exchange Act shall not be
amended more than once every six months, other than to comport with changes in
the Internal Revenue Code or the Exchange Act or the rules thereunder.
12.4 Consideration; Agreements
-------------------------
The consideration for Shares issued or delivered in lieu of payment of Fees
will be the Director's service during the period to which the Fees paid in the
form of Shares related.
12.5 Compliance with Laws and Obligations
------------------------------------
The Company will not be obligated to issue or deliver Shares in connection
with this Plan in a transaction subject to the registration requirements of the
Securities Act of 1933, as amended, or any other federal or state securities
law, any requirement under any listing agreement between the Company and any
national securities exchange or automated quotation system or any other laws,
regulations, or contractual obligations of the
14
<PAGE>
Company, until the Company is satisfied that such laws, regulations, and other
obligations of the Company have been complied with in full. Certificates
representing Shares delivered under the Plan will be subject to such stop-
transfer orders and other restrictions as may be applicable under such laws,
regulations, and other obligations of the Company, including any requirement
that a legend or legends be placed thereon.
12.6 Limitations on Transferability
------------------------------
Stock Units and any other right under the Plan that may constitute a
"derivative security" as generally defined in Rule 16a-l(c) under the Exchange
Act will not be transferable by a Participant except by will or the laws of
descent and distribution (or to a designated beneficiary in the event of a
Participant's death); provided, however, that such rights may be transferred to
one or more trusts or other beneficiaries during the lifetime of the Participant
in connection with the Participant's estate planning, but only if and to the
extent then permitted under Rule 16b-3 and consistent with the registration of
the offer and sale of Shares on Form S-8 or successor registration form of the
Securities and Exchange Commission. Stock Units and other rights under the Plan
may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall
not be subject to the claims of creditors.
12.7 Governing Law
-------------
The validity, construction, and effect of the Plan and any agreement
hereunder will be determined in accordance with the Delaware General Corporation
Law, to the extent applicable, other laws (including those governing contracts)
of the State of Maryland, without giving effect to principles of conflicts of
laws, and applicable federal law.
12.8 Plan Termination
----------------
Unless earlier terminated by action of the Board or Executive Committee of
the Board, the Plan will remain in effect until such time as no Shares remain
available for delivery under the Plan and the Company has no further rights or
obligations under the Plan.
15
<PAGE>
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 both Host Marriott Corporation's Form S-1 registration
statement (No. 333-00147) filed March 26, 1996 and in Host Marriott
Corporation's Form 10-K for the year ended December 29, 1995 and to all
references to our firm included in this registration statement.
Arthur Andersen LLP
Washington, D.C.
April 15, 1996
<PAGE>
Exhibit 23.2
[HMC LAW DEPARTMENT LETTERHEAD APPEARS HERE]
April 15, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Host Marriott Corporation Non-Employee
Directors Deferred Stock 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 April 15, 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
non-employee directors of 100,000 shares of the Company's common stock, $1.00
par value per share (the "Shares") under the Host Marriott Corporation Non-
Employee Directors' Deferred Stock Compensation Plan (the "Plan"), you have
asked for my opinion as to the validity of the shares.
In my capacity as Associate 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, (4) the Proxy
Statement dated April 3, 1995, seeking Company shareholder approval of the Plan,
and (5) resolutions of the board of directors of the Company approving 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.
<PAGE>
Securities and Exhcange Commission
April 15, 1996
Page 2
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,
Corporate Secretary &
Deputy General Counsel
