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): September 10, 1998
POTOMAC HOTEL LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 2-75711 52-1240223
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
10400 Fernwood Road, Bethesda, MD 20817
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 301-380-2070
<PAGE>
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,
as amended. On September 10, 1998, the General Partner sent to the Limited
Partners of the Partnership a letter to inform them that September 18, 1998
will be the record date for voting in the forthcoming consent solicitation.
Those limited partners whose ownership is reflected on the records of the
General Partner as of September 18, 1998 will be eligible to vote on the merger
and proposed amendments to the partnership agreement 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 from the General Partner to the Limited Partners of
the Partnership, dated September 10, 1998.
<PAGE>
SIGNATURE
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
General Partner
September 16, 1998 By: /s/ Don Olinger
Name: Don Olinger
Title: Senior Vice President and
Corporate Controller
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No.: Description:
99.1 Letter from the General Partner to the
Limited Partners of the Partnership,
dated September 10, 1998
September 10, 1998
Dear Limited Partner:
Subject: Record Date for Voting in Forthcoming Consent Solicitation is
September 18, 1998
As previously reported, Host Marriott Corporation ("Host Marriott"), General
Partner of the Partnership, announced on April 17, 1998 that its Board of
Directors authorized Host Marriott to restructure its business operations to
qualify as a real estate investment trust ("REIT"). Host Marriott currently
anticipates that the restructuring will become effective as of January 1, 1999.
As part of the REIT conversion, Host Marriott formed a new operating
partnership (the "Operating Partnership") through which the REIT will conduct
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. Limited Partners would receive limited
partnership units in the Operating Partnership that they could retain or
exchange for either Common Shares of the REIT or a Note of the Operating
Partnership.
In connection with the merger, the Operating Partnership and the REIT have
filed a Registration Statement on Form S-4 with the Securities and Exchange
Commission, which has not yet been declared effective. The Record Date is
being provided to you at this time for information purposes only. This
letter is not intended to provide you with the information you will need in
order to make a decision regarding this transaction and does not constitute
solicitation of a consent or offer of a security. Limited Partners will have
an opportunity to vote on this Partnership's participation in the merger and
certain amendments to this Partnership's partnership agreement in connection
with a prospectus/consent solicitation statement currently expected to be
mailed later this month.
Those Limited Partners whose ownership is reflected on the records of the
General Partner as of September 18, 1998 will be eligible to vote on the merger
and the proposed amendments. All transfer documents received by our Transfer
Agent prior to September 18, 1998 will be transferred and a confirmation
statement will be mailed within approximately five business days. If you have
any questions regarding a transfer in process, you may contact the General
Partner at 301/380-2070 or our Transfer Agent at 800/797-6812.
Sincerely yours,
HOST MARRIOTT CORPORATION
General Partner
/s/ Bruce F. Stemerman
Bruce F. Stemerman
Senior Vice President
Asset Management
