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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): NOVEMBER 3, 1998
HOST MARRIOTT CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-5664 53-0085950
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Indemnification no.)
Incorporation)
10400 FERNWOOD ROAD 20817
BETHESDA, MARYLAND (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (301) 380-9000
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ITEM 5. OTHER EVENTS.
Reference is made to the Rights Agreement, dated as of February 3,
1989, between Host Marriott Corporation (the "Company") and The Bank of New York
(the "Rights Agent"), as amended by the Amendment No. 1 to Rights Agreement,
dated as of October 8, 1993, between the Company and the Rights Agent (as so
amended, the "Rights Agreement"). The Company and the Rights Agent entered into
the Amendment No. 2 to Rights Agreement, dated as of November 3, 1998 (the
"Rights Amendment No. 2"). The Rights Amendment No. 2 modifies the Rights
Agreement to delete the definition of, and all references to, the term
"Specified Directors" throughout the Rights Agreement and to provide, among
other things, that redemption of the Rights (as defined in the Rights Agreement)
requires Board action by two-thirds of the members of the Board of Directors of
the Company, rather than by a majority of the Specified Directors (as defined in
the Rights Agreement).
In connection with the proposed conversion of the Company into a real
estate investment trust (the "REIT Conversion"), the Company has entered into an
Agreement and Plan of Merger, dated as of November 23, 1998 (the "Merger
Agreement"), with HMC Merger Corporation, a wholly owned subsidiary of the
Company ("HMC"), and Host Marriott, L.P., also a wholly owned subsidiary of the
Company ("Host LP"), which provides, among other things, for the merger of the
Company with and into HMC (the "Merger"), with HMC continuing as the surviving
corporation (the "Surviving Corporation").
In connection with the REIT Conversion, the Company and the Rights
Agent entered into the Amendment No. 3 to Rights Agreement, dated as of November
23, 1998 (the "Rights Amendment No. 3"). The Rights Amendment No. 3 modifies
the Rights Agreement to provide that, notwithstanding anything in the Rights
Agreement to the contrary, (i) neither HMC nor Host LP will be deemed a
Beneficial Owner (as defined in the Rights Agreement) by virtue of the approval,
execution or delivery of the Merger Agreement, or the consummation of the Merger
or any of the other transactions contemplated by the Merger Agreement, and (ii)
none of the approval, execution or delivery of the Merger Agreement, or the
consummation of the Merger or any of the other transactions contemplated by the
Merger Agreement, will cause (A) HMC or Host LP to be deemed an Acquiring Person
(as defined in the Rights Agreement), (B) a Stock Acquisition Date (as defined
in the Rights Agreement) to occur, (C) a Distribution Date (as defined in the
Rights Agreement) to occur, or (D) a Triggering Event (as defined in the Rights
Agreement) to occur. The Rights Amendment No. 3 further provides that, upon the
consummation of the Merger, each Right (as defined in the Rights Agreement) will
be converted into a preferred stock purchase right of the Surviving Corporation
issued pursuant to, and subject to the terms of, a rights agreement to be
entered into between HMC and the Rights Agent (or another rights agent) prior to
the effective time of the Merger.
The Rights Agreement is attached hereto as an exhibit and incorporated
herein by reference. The Rights Amendment No. 2 and the Rights Amendment No. 3
also are attached hereto as exhibits and incorporated herein by reference. The
foregoing description of the Rights Agreement, the Rights Amendment No. 2 and
the Rights Amendment No. 3 is qualified by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
4.1 Rights Agreement, dated as of February 3, 1989, between the
Company and the Rights Agent, which includes as Exhibit B
thereto the form of Right Certificate (incorporated by
reference to Exhibit 1 of the Company's Form 8-A, dated
February 10, 1989 (No. 001-05664)).
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4.2 Amendment No. 2 to Rights Agreement, dated as of November 3,
1998, between the Company and the Rights Agent (incorporated
by reference to Exhibit 4.2 of the Company's Form 8-A/A,
dated November 20, 1998 (No. 001-05664)).
4.3 Amendment No. 3 to Rights Agreement, dated as of November
23, 1998, between the Company and the Rights Agent
(incorporated by reference to Exhibit 4.3 of the Company's
Form 8-A/A, dated December 10, 1998 (No. 001-05664)).
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOST MARRIOTT CORPORATION
By: /s/ Christopher G. Townsend
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Name: Christopher G. Townsend
Title: Senior Vice President,
Date: December 10, 1998 General Counsel and Corporate Secretary
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EXHIBITS
4.1 Rights Agreement, dated as of February 3, 1989, between the
Company and the Rights Agent, which includes as Exhibit B thereto
the form of Right Certificate (incorporated by reference to
Exhibit 1 of the Company's Form 8-A, dated February 10, 1989 (No.
001-05664)).
4.2 Amendment No. 2 to Rights Agreement, dated as of November 3,
1998, between the Company and the Rights Agent (incorporated by
reference to Exhibit 4.2 of the Company's Form 8-A/A, dated
November 20, 1998 (No. 001-05664)).
4.3 Amendment No. 3 to Rights Agreement, dated as of November 23,
1998, between the Company and the Rights Agent (incorporated by
reference to Exhibit 4.3 of the Company's Form 8-A/A, dated
December 10, 1998 (No. 001-05664)).
