<PAGE>
PURSUANT TO RULE NO. 424(b)(3)
REGISTRATION NO. 333-19923
PROSPECTUS SUPPLEMENT NO. 9
(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. 9 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, the Prospectus Supplement No. 4 dated
September 12, 1997 and the Prospectus Supplement No. 5 dated October 21, 1997,
the Prospectus Supplement No. 6 dated December 3, 1997, the Prospectus
Supplement No. 7 dated January 8, 1998 and the Prospectus Supplement No. 8
dated March 2, 1998 (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 item is deleted in its entirety:
<TABLE>
<S> <C> <C>
Any other Holder of Convertible Preferred Securities or
Future Transferee from any such Holder...................... 747,300 2,008,443
The following line item:
Van Campen American Capital Harbor Fund..................... 85,000 228,446
is hereby deleted in its entirety and replaced with:
Van Campen Harbor Fund...................................... 85,000 228,446
</TABLE>
Additionally, the following new line items are added to the Selling Holder
Table:
<TABLE>
<S> <C> <C>
Bear Stearns & Co. Inc...................................... 10 27
Capital Income Builder, Inc................................. 400,000 1,075,040
CIBC Oppenheimer Corp....................................... 800 2,150
Goldman, Sachs & Co......................................... 228,200 613,310
McMahan Securities Company, L.P............................. 32,000 86,003
Pell Rudman Trust Co. N.A................................... 6,000 16,126
The Income Fund of America, Inc............................. 800,000 2,150,080
UBS Securities LLC.......................................... 30,000 80,628
</TABLE>
The Prospectus, together with this Prospectus Supplement No. 9, 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 September 24, 1998
