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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): May 2, 2001
Host Marriott Corporation
(Exact Name of Registrant as Specified in Charter)
Maryland 001-05664 53-0085950
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Indemnification no.)
Incorporation)
10400 Fernwood Road
Bethesda, Maryland 20817
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-9000
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Item 5. Other Events.
Host Marriott Corporation (the "Company"), Host Marriott, L.P. ("Host
LP") and various entities affiliated with The Blackstone Group (the "Blackstone
Entities") entered into an Underwriting Agreement dated as of May 2, 2001 (the
"Underwriting Agreement") with Salomon Smith Barney Inc. (the "Underwriter").
Pursuant to Host LP's partnership agreement, the Company agreed to issue to the
Blackstone Entities 10,000,000 shares of its common stock, par value $.01 per
share (the "Common Stock"), upon redemption of units of limited partnership
interest in Host LP and, subject to the terms and conditions contained in the
Underwriting Agreement, the Blackstone Entities agreed to sell to the
Underwriter the 10,000,000 shares of Common Stock for delivery on May 8, 2001.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(A) Financial statements of business acquired.
Not applicable.
(B) Pro forma financial information.
Not applicable.
(C) Exhibits.
Exhibit No. Description
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1.1 Underwriting Agreement dated as of May 2, 2001
among Host Marriott Corporation, Host Marriott,
L.P., Salomon Smith Barney Inc. and the Blackstone
Entities.
8.1 Tax Opinion of Hogan & Hartson L.L.P.
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/ Robert E. Parsons, Jr.
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Date: May 8, 2001 Name: Robert E. Parsons, Jr.
Title: Executive Vice President
Exhibit Index
Exhibit No. Description
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1.1 Underwriting Agreement dated as of May 2, 2001
among Host Marriott Corporation, Host Marriott,
L.P., Salomon Smith Barney Inc. and the Blackstone
Entities.
8.1 Tax Opinion of Hogan & Hartson L.L.P.