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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): June 2, 1998
Potomac Hotel Limited Partnership
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(Exact name of registrant as specified in its charter)
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Delaware 2-75711 52-1240223
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
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10400 Fernwood Road, Bethesda, Maryland 20817
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-2070
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ITEM 5. OTHER EVENTS.
Potomac Hotel Limited Partnership (the "Partnership") is one of eight
limited partnerships which is included in a proposed acquisition by merger into
subsidiaries of Host Marriott, L.P., as described in the preliminary
Prospectus/Consent Solicitation Statement as filed with the Securities and
Exchange Commission on Form S-4 (SEC File No. 333-55807) on June 2, 1998. On
June 15, 1998, the General Partner sent the Limited Partners of the Partnership
a letter to inform them of the proposed transaction and provide them with the
estimated Exchange Value of the Partnership. Such letter is being filed as an
exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Letter to Limited Partners of the Partnership, dated June 15, 1998.
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SIGNATURES
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.
POTOMAC HOTEL LIMITED PARTNERSHIP
By: HOST MARRIOTT CORPORATION, its
general partner
Date: June 19, 1998 By: /s/ Donald D. Olinger
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Name: Donald D. Olinger
Title: Senior Vice President and
Corporate Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Letter to Limited Partners of the
Partnership, dated June 15, 1998
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EXHIBIT 99.1
POTOMAC HOTEL
LIMITED PARTNERSHIP_____________________________________________________________
Department 908 (301) 380-2070
10400 Fernwood Road
Bethesda, MD 20817-1109
June 15, 1998
Dear Limited Partner:
In our 1998 First Quarter Report, the Partnership reported that, on April 17,
1998, Host Marriott Corporation ("Host Marriott"), the General Partner,
announced that its Board of Directors authorized the company to reorganize its
business operations to qualify as a real estate investment trust ("REIT"). The
REIT conversion currently is expected to become effective as of January 1, 1999.
As part of the REIT conversion, Host Marriott expects to form a new operating
partnership (the "Operating Partnership") that will own substantially all of its
full-service lodging business.
The Operating Partnership expects to propose a merger with certain Host Marriott
full-service hotel partnerships and joint ventures, including this Partnership,
in which limited partners would be given an opportunity to receive, on a tax-
deferred basis, Operating Partnership units in the Operating Partnership in
exchange for their current limited partnership units. The Operating Partnership
units would be redeemable by the limited partner for freely traded Host Marriott
shares (or the cash equivalent thereof) at any time after one year from the
closing of the merger. Limited partners will be able to vote on this
Partnership's participation in the merger later this year through a consent
solicitation.
On June 2, 1998, Host Marriott filed a preliminary Prospectus/Consent
Solicitation Statement (the "Consent Solicitation") relating to the Operating
Partnership's proposed acquisition by merger of this Partnership and up to
seven other limited partnerships owning full-service hotels in which Host
Marriott or its subsidiary acts as general partner. In order to assist you with
your financial planning, we are providing you with the preliminary valuation
information on your Partnership
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units as disclosed in the preliminary Consent Solicitation. The estimated
exchange value is $ 5,040 per Partnership unit (the estimated "Exchange Value").
The preliminary Exchange Value is subject to adjustment to reflect various
closing and other adjustments and the final Exchange Value information will be
set forth in the final Consent Solicitation you will receive later this year.
The estimated Exchange Value is being provided to you at this time for
information purposes only. In this letter, we have not attempted to provide you
with all of the detail relating to the methodologies, variables, assumptions and
estimates used in determining the estimated Exchange Value. The final Exchange
Value likely will differ from the estimated Exchange Value set forth above and
such difference may be material. The Consent Solicitation that will be mailed
to you to solicit your approval of a merger of the Partnership will contain the
final Exchange Value for a Partnership unit as well as a discussion of the
methodologies, variables, assumptions and estimates used to determine such final
Exchange Value.
The solicitation period is expected to commence on or about September 15 and
the merger, if approved, would close by the end of the year (although there is
no assurance that this will be the case). Please keep the General Partner
apprised of your current mailing address in order to facilitate the prompt
delivery of the Consent Solicitation to you.
If you have any further questions regarding the Partnership or any aspect of
your investment, please contact Host Marriott Partnership Investor Relations at
301/380-2070 or the address above. We look forward to the opportunity to be of
assistance to you.
Sincerely yours,
HOST MARRIOTT COOPERATION
General Partner
/s/ Bruce F. Stemerman
Bruce F. Stemerman
Senior Vice President, Asset Management
