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As filed with the Securities and Exchange Commission on June 9, 1997
Registration No. 33-66622
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOST MARRIOTT CORPORATION
(Exact Name of registrant as specified in its charter)
Delaware 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)
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Host Marriott Corporation 1997 Comprehensive Stock Incentive Plan
(formerly, the 1993 Comprehensive Stock Incentive Plan)
(Full Title of Plan)
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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)
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EXPLANATORY STATEMENT
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On March 17, 1997, the Board of Directors of Host Marriott Corporation (the
"Corporation") approved, subject to shareholder ratification, the adoption of
the Corporation's 1997 Comprehensive Stock Incentive Plan (the "1997 Plan").
The stockholders of the Corporation ratified the 1997 Plan on May 14, 1997, at
the Corporation's annual meeting. The 1997 Plan is substantially similar to the
Corporation's 1993 Comprehensive Stock Incentive Plan (the "1993 Plan").
A principal purpose of the Board in approving the 1997 Plan is to put the
1993 Plan into compliance with Section 162(m) of the Internal Revenue Code (the
"Code"). Since the time that the Company's shareholders approved the 1993 Plan,
provisions have been added to the Code that limit the tax deduction available to
the Corporation for compensation expense with respect to certain executive
officers of the Corporation. Under the 1997 Plan, stock awards may qualify, if
so determined by the Compensation Policy Committee of the Board, as exempt
compensation under Section 162(m), which would permit the maximum tax benefit to
the Corporation. For additional information regarding the 1997 Plan and
differences between the 1997 Plan and the 1993 Plan, see the Corporation's Proxy
Statement filed with the Commission on April 3, 1997.
Shares previously registered by the Corporation for use in connection with
the 1993 Plan on Registration Statement No. 33-66622 on Form S-8 (the
"Registration Statement") and not already issued or reserved for issuance upon
exercise of stock option awards outstanding under the 1993 Plan will be used for
awards granted under the 1997 Plan. Any outstanding awards granted under the
1993 Plan will continue to be governed by the 1993 Plan. To the extent that
awards under the 1993 Plan may lapse, expire, terminate or be canceled, the
underlying shares of the Corporation's Common Stock will be made available for
awards under the 1997 Plan. The Corporation files this Post-Effective Amendment
No. 1 to the Registration Statement to include the 1997 Plan which represents a
material change to the information contained therein.
Item 3. Incorporation of Documents by Reference
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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 Current Report on Form 10-Q filed with the Commission
on May 5, 1997;
(b) 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;
(c) The Registrant's Current Report on Form 8-K filed with the Commission
on March 18, 1997;
(d) The Registrant's Current Report on Form 8-K filed with the Commission
on
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March 7, 1997;
(e) The Registrant's Current Report on Form 8-K filed with the Commission
on February 3, 1997;
(f) The Registrant's Current Report on Form 8-K filed with the Commission
on January 16, 1997;
(g) The Registrant's Current Report on Form 8-K filed with the Commission
on January 14, 1997; and
(h) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A 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.
Item 8. Exhibits
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Exhibit No. Description
- ----------- -----------
(4) Copy of the Host Marriott Corporation 1997 Comprehensive Stock
Incentive Plan (incorporated by reference to Appendix A to the
Corporation's Proxy Statement filed with the Commission on April 3,
1997).
(23) Consent of Arthur Anderson LLP
(24) Powers of Attorney.
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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 Post-Effective
Amendment No. 1 to Registration Statement No. 33-66622 to be signed on behalf of
the undersigned, thereunto duly authorized, in the County of Montgomery, State
of Maryland on the 9th day of June, 1997.
HOST MARRIOTT CORPORATION
Date: June 9, 1997 By: /s/ Christopher G. Townsend
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Christopher G. Townsend
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Registration Statement No. 33-66622 has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
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<S> <C> <C>
/s/ Terence C. Golden President, Chief Executive June 9, 1997
- --------------------------------- Officer (Principal Exective
Terence C. Golden* Officer) and Director
/s/ Robert E. Parsons, Jr. Executive Vice President and June 9, 1997
- --------------------------------- Chief Financial Officer
Robert E. Parsons, Jr.* (Principal Financial Officer)
/s/ Donald D. Olinger Senior Vice President and June 9, 1997
- --------------------------------- Corporate Controller (Principal
Donald D. Olinger* Accounting Officer)
/s/ Richard E. Marriott Chairman of the Board June 9, 1997
- --------------------------------- of Directors
Richard E. Marriott*
/s/ R. Theodore Ammon Director June 9, 1997
- ---------------------------------
R. Theodore Ammon*
/s/ Robert M. Baylis Director June 9, 1997
- ---------------------------------
Robert M. Baylis*
/s/ Anne Dore McLaughlin Director June 9, 1997
- ---------------------------------
Anne Dore McLaughlin*
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ J.W. Marriott, Jr. Director June 9, 1997
- ---------------------------------
J.W. Marriott, Jr.*
/s/ Harry L. Vincent, Jr. Director June 9, 1997
- ---------------------------------
Harry L. Vincent*
*By: /s/ Christopher G. Townsend June 9, 1997
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Christopher G. Townsend
Attorney-in-Fact**
</TABLE>
** By authority of powers of attorney filed with this Post-Effective Amendment
No.1 to Registration Statement No. 33-66622.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C>
4 Copy of the Host Marriott Corporation 1997
Comprehensive Stock Incentive Plan (incorporated
by reference to Appendix A to the Corporation's
Proxy Statement filed with the Commission on
April 3, 1997).
23 Consent of Arthur Anderson LLP
24 Powers of Attorney.
</TABLE>
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EXHIBIT 23
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
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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 shares of authorized but unissued
Common Stock of the Corporation which may be purchased or issued from time to
time pursuant to the terms of the Host Marriott Corporation 1997 Comprehensive
Stock Incentive Plan.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard E. Marriott
- ----------------------------
Richard E. Marriott Chairman and Director March 21, 1997
/s/ J.W. Marriott, Jr.
- ----------------------------
J.W. Marriott, Jr. Director March 21, 1997
/s/ Terence C. Golden
- ----------------------------
Terence C. Golden President and Chief March 20, 1997
Executive Officer
And Director
/s/ R. Theodore Ammon
- ----------------------------
R. Theodore Ammon Director March 21, 1997
/s/ Robert M. Baylis
- ----------------------------
Robert M. Baylis Director March 20, 1997
/s/ Ann Dore McLaughlin
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Ann Dore McLaughlin Director March 21, 1997
/s/ Harry L. Vincent, Jr.
- -------------------------------
Harry L. Vincent, Jr. Director March 20, 1997
/s/ Robert E. Parsons, Jr.
- -------------------------------
Robert E. Parsons, Jr. Executive Vice President
And Chief Financial Officer March 21, 1997
/s/ Donald D. Olinger
- --------------------------------
Donald D. Olinger Senior Vice President
and Corporate Controller March 20, 1997
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