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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 16, 2004

 

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Host Marriott Corporation

(Exact name of registrant as specified in its chapter)

 

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Maryland		001-14625		53-0085950
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland 20817

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (240) 744-1000

 

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Item 5. Other events

 

Host Marriott Corporation (“Host Marriott”) announced today the closing of $500 million aggregate principal amount of exchangeable senior debentures bearing interest at a rate of 3¼% per year, due in 2024, by Host Marriott, L.P., for whom Host Marriott acts as sole general partner. The debentures were offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The debentures will be exchangeable, under certain circumstances, into shares of Host Marriott’s common stock. A copy of the news release issued by Host Marriott is attached 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

Host Marriott Corporation news release dated March 17, 2004.

 

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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 this 17^th day of March 2004.

 

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