<PAGE>
PURSUANT TO RULE NO. 424(b)(3)
REGISTRATION NO. 333-19923
PROSPECTUS SUPPLEMENT NO. 5
(TO THE PROSPECTUS DATED MAY 30, 1997)
11,000,000 PREFERRED SECURITIES
HOST MARRIOTT FINANCIAL TRUST
6-3/4% CONVERTIBLE QUARTERLY INCOME PREFERRED SECURITIES
(CONVERTIBLE QUIPSSM* SECURITIES)
(LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED BY, AND CONVERTIBLE INTO COMMON STOCK OF,
HOST MARRIOTT CORPORATION
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This Prospectus Supplement No. 5 supplements and amends the Prospectus dated
May 30, 1997, as supplemented by the Prospectus Supplement dated July 18,
1997, the Prospectus Supplement No. 2 dated August 1, 1997, the Prospectus
Supplement No. 3 dated August 21, 1997 and the Prospectus Supplement No. 4
dated September 12, 1997 (the "Prospectus") relating to (i) the 6-3/4%
Convertible Quarterly Income Preferred Securities (the "Preferred
Securities"), which represent preferred undivided beneficial ownership
interests in the assets of Host Marriott Financial Trust, a statutory business
trust formed under the laws of the State of Delaware and (ii) the shares of
common stock of Host Marriott Corporation, a Delaware corporation (the
"Company"), par value $1 per share (the "Company Common Stock"), issuable upon
conversion of the Preferred Securities.
The table on pages 73 through 76 of the Prospectus, which sets forth
information with respect to the Selling Holders (as defined in the Prospectus)
and the respective amounts of Preferred Securities beneficially owned by each
Selling Holder that may be offered pursuant to the Prospectus (as supplemented
and amended) (the "Selling Holder Table"), is hereby amended so that the
following line items read as follows:
<TABLE>
<S> <C> <C>
Credit Swisse First Boston................................. 47,800 128,467
Any other Holder of Convertible Preferred Securities or
Future Transferee from
any such Holder........................................... 1,605,540 4,315,049
</TABLE>
Additionally, the following new line items are added to the Selling Holder
Table:
<TABLE>
<S> <C> <C>
BNP Arbitrage SNC.......................................... 5,000 13,438
JP Morgan Securities Incorporated.......................... 25,000 67,190
Harbor, Speed and Company.................................. 30,000 80,628
Goldman, Sachs & Co........................................ 67,200 180,606
</TABLE>
The Prospectus, together with this Prospectus Supplement No. 5, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act
of 1933, as amended, with respect to offers and sales of the Preferred
Securities and the Company Common Stock issuable upon conversion of the
Preferred Securities. All references in the Prospectus to "this Prospectus"
are hereby amended to read "this Prospectus (as supplemented and amended)".
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PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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*QUIPS is a servicemark of Goldman, Sachs & Co.
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The date of this Prospectus Supplement is October 21, 1997
