<PAGE>
================================================================================
As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333-
--------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
REGISTRATION STATEMENT ON FORM S-8
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
10400 Fernwood Road
Bethesda, Maryland 20817
(Address of principal executive offices)
--------------------
Host Marriott Corporation
Non-Employee Directors'
Deferred Stock Compensation Plan
(Full title of the plan)
--------------------
Anna Mary Coburn, Esquire
Corporate Secretary and Associate General Counsel
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
(301) 380-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(*) offering price(*) registration fee(*)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share.. 500,000 $17.69 $8,845,000 $2,681
- ------------------------------------------------------------------------------------------------
</TABLE>
(*) The fee has been computed, pursuant to Rule 457(h)(1), based on the average
of the high and low prices of the Registrant's Common Stock reported in the
New York Stock Exchange Consolidated Reporting System as of June 5, 1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
January 3, 1997 filed with the Commission on March 26, 1997;
(b) The Registrant's Current Report on Form 8-K filed with the Commission
on March 18, 1997;
(c) The Registrant's Current Report on Form 8-K filed with the Commission
on March 7, 1997;
(d) The Registrant's Current Report on Form 8-K filed with the Commission
on February 3, 1997;
(e) The Registrant's Current Report on Form 8-K filed with the Commission
on January 16, 1997;
(f) The Registrant's Current Report on Form 8-K filed with the Commission
on January 14, 1997;
(g) The Registrant's Quarterly Report on Form 10-Q filed with the
Commission on May 5, 1997; and
(h) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, as amended, filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act"), and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into 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
- 2 -
<PAGE>
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant who is not eligible to participate in the Plan.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article Eleven and Article Sixteen of the Registrant's Restated Certificate
of Incorporation (the "Certificate") and Section 7.7 of the bylaws of the
Registrant (the "Bylaws") limit the personal liability of directors to the
Registrant or its shareholders for certain expenses and liabilities incurred by
the director in connection with any proceeding to which he or she may have been
made a party, or in which he or she may have become involved, by reason of his
or her having been a director of the Registrant, and for monetary damages for
breach of fiduciary duty. These provisions of the Certificate and the Bylaws are
collectively referred to herein as the "Director Liability and Indemnification
Provisions."
Set forth below is a description of the Director Liability and
Indemnification Provisions. Such description is intended as a summary only and
is qualified in its entirety by reference to the Certificate and the Bylaws.
Elimination of Liability in Certain Circumstances. Article Sixteen of the
Certificate protects directors against monetary damages for breaches of their
fiduciary duty of care, except as set forth herein. Directors remain liable for
any breach of the director's duty of loyalty to the Registrant and its
shareholders, as well as acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law and for any transactions
from which a director derives improper personal benefit. Article Sixteen does
not eliminate director liability under Section 174 of the Delaware General
Corporation Law, which makes directors personally liable for unlawful dividends
or unlawful stock repurchases or redemptions with interest from the time such
liability accrued and expressly sets forth a negligence standard with respect to
such liability. Under the Delaware General Corporation Law, absent such
limitation of liability provisions as are provided in Article Sixteen, directors
could generally be held liable for gross negligence for decisions made in the
performance of their duty of care but not for simple negligence. Article
Sixteen eliminates liability of directors for negligence in the performance of
their duties, including gross negligence. In a context not involving a decision
by the directors (i.e., a suit alleging loss to the Registrant due to the
directors' inattention to a particular matter) a simple negligence standard
might apply.
- 3 -
<PAGE>
While the Director Liability and Indemnification Provisions provide
directors with protection from awards of monetary damages for breaches of the
duty of care, they do not eliminate the directors' duty of care. Accordingly,
these provisions will have no effect on the availability of equitable remedies
such as an injunction or rescission based upon a director's breach of the duty
of care. The provisions of Article Sixteen, which eliminates liability as
described above, will apply to officers of the Registrant only if they are
directors of the Registrant and are acting in their capacity as directors when
such liability would accrue, and will not apply to officers of the Registrant
who are not directors. The elimination of liability of directors for monetary
damages in the circumstances described above may deter persons from bringing
third-party or derivative actions against directors to the extent such actions
seek monetary damages.
Indemnification and Insurance. Under Section 145 of the Delaware General
Corporation Law, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard of care is applicable in
the case of the derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action, and the Delaware General Corporation Law requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
Section 7.7 of the Bylaws provides that the Registrant shall indemnify any
person to whom, and to the extent, indemnification may be granted pursuant to
Section 145 of the Delaware General Corporation law.
Article Eleven of the Certificate provides that a person who was or is made
a party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she is or was a director, officer or employee of the Registrant
will be indemnified by the Registrant against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him or her,
except in such cases where the director, officer or employee is adjudged guilty
of willful misfeasance or malfeasance in the performance of his or her duties.
Article Eleven also provides that the right of indemnification shall be in
addition to and not exclusive of all other rights to which such director,
officer or employee may be entitled.
- 4 -
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
Item 8. Exhibits.
--------
4. Host Marriott Corporation Non-Employee Directors' Deferred Stock
Compensation Plan (included as Appendix B to the Registrant's Proxy
Statement for the 1997 Annual Meeting of Stockholders and
incorporated herein by reference).
5. Opinion of Anna Mary Coburn, Esquire
23-A. Consent of Arthur Andersen LLP.
23-B. Consent of Anna Mary Coburn, Esquire (contained in Exhibit 5 hereof).
24. Powers of Attorney
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 of 1933;
(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 subparagraphs (1)(i) and (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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
- 5 -
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
- 6 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 County of Montgomery, State of Maryland on the date indicated
below.
HOST MARRIOTT CORPORATION
Date: June 6, 1997 By: /s/ Christopher G. Townsend
---------------------------------
Senior Vice President and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Richard E. Marriott Chairman and Director June 6, 1997
- -------------------------
Richard E. Marriott
/s/ J.W. Marriott, Jr. Director June 6, 1977
- -------------------------
J.W. Marriott, Jr.
/s/ Terence C. Golden President, Chief Executive June 6, 1977
- ------------------------- Officer and Director
Terence C. Golden
/s/ R. Theodore Ammon Director June 6, 1977
- -------------------------
R. Theodore Ammon
/s/ Robert M. Baylis Director June 6, 1977
- -------------------------
Robert M. Baylis
/s/ Ann Dore McLaughlin Director June 6, 1977
- -------------------------
Ann Dore McLaughlin
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Harry L. Vincent, Jr. Director June 6, 1977
- -------------------------
Harry L. Vincent, Jr.
/s/ Robert E. Parsons, Jr. Executive Vice President June 6, 1977
- ------------------------- and Chief Financial
Robert E. Parsons, Jr. Officer
/s/ Donald D. Olinger Senior Vice President and June 6, 1977
- ------------------------- Corporate Controller
Donald D. Olinger
</TABLE>
*By: /s/ Christopher G. Townsend June 6, 1997
---------------------------
(Christopher G. Townsend,
Attorney-in-fact**)
- ---------------------
**By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description No.
- ------ ----------- ----
4. Host Marriott Corporation Non-Employee Directors' Deferred
Stock Compensation Plan (included as Appendix B to the
Registrant's Proxy Statement for the 1997 Annual Meeting of
Stockholders and incorporated herein by reference).
5. Opinion of Anna Mary Coburn, Esquire
23-A. Consent of Arthur Andersen LLP.
23-B. Consent of Anna Mary Coburn, Esquire (contained in Exhibit 5
hereof).
24. Powers of Attorney.
<PAGE>
EXHIBIT 5
---------
[HOST MARRIOTT CORPORATION LETTERHEAD]
June 6, 1997
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
RE: Registration Statement on Form S-8
Non-Employee Directors' Deferred Stock Compensation Plan
--------------------------------------------------------
Ladies and Gentlemen:
I submit this opinion to you in connection with the filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") in connection with the Host Marriott Corporation Non-
Employee Directors' Deferred Stock Compensation Plan (the "Plan"). The
Registration Statement relates to 500,000 shares of Common Stock, par value
$1.00 per share (the "Common Stock"), of Host Marriott Corporation (the
"Corporation") registered in connection with the Plan. As Corporate Secretary
and Associate General Counsel of the Corporation, I have examined such corporate
records, certificates and other documents and have reviewed such questions of
law as I deemed necessary or appropriate for the purpose of this opinion. Based
upon that examination and review, I advise you that in my opinion:
(i) the Corporation has been duly incorporated and is validly existing
under the laws of the State of Delaware; and
(ii) to the extent that the operation of the Plan results in the issuance
of Common Stock, such shares of Common Stock have been duly and validly
authorized and, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to my opinion in the Registration
Statement.
Very truly yours,
By: /s/ Anna Mary Coburn
---------------------------
Anna Mary Coburn
Corporate Secretary and
Associate General Counsel
<PAGE>
EXHIBIT 23.A
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 28, 1997 included in Host Marriott Corporation's Form 10-K for the
fiscal year ended January 3, 1997 and to all references to our firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
June 4, 1997
<PAGE>
EXHIBIT 24
----------
POWER OF ATTORNEY
We, the undersigned Officers and Directors of Host Marriott Corporation
(the "Corporation") hereby constitute and appoint Robert E. Parsons, Jr. and
Christopher G. Townsend, and each of them, with power of substitution, our true
and lawful attorneys with full power to sign for us, in our names and in the
capacities indicated below, a registration statement on Form S-8, and all
amendments thereto (including post-effective amendments), for the purpose of
registering under the Securities Act of 1933 up; to 500,000 shares of the
outstanding Common Stock of the Corporation which may be purchased or issued
from time to time pursuant to the terms of the Host Marriott Corporation Non-
Employee Directors' Deferred Stock Compensation Plan.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard E. Marriott Chairman and Director March 21, 1997
- -----------------------
Richard E. Marriott
/s/ J.W. Marriott, Jr. Director March 21, 1997
- ----------------------
J.W. Marriott, Jr.
/s/ Terence C. Golden President and Chief March 20, 1997
- --------------------- Executive Officer and
Terence C. Golden Director
/s/ R. Theodore Ammon Director March 21, 1997
- ---------------------
R. Theodore Ammon
/s/ Robert M. Baylis Director March 20, 1997
- --------------------
Robert M. Baylis
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ann Dore McLaughlin Director March 21, 1997
- -----------------------
Ann Dore McLaughlin
/s/ Harry L. Vincent, Jr. Director March 20, 1997
- -------------------------
Harry L. Vincent, Jr.
/s/ Robert E. Parsons, Jr. Executive Vice President March 21, 1997
- -------------------------- and Chief Financial
Robert E. Parsons, Jr. Officer
/s/ Donald D. Olinger Senior Vice President and March 20, 1997
- --------------------- Corporate Controller
Donald D. Olinger
</TABLE>
