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): August 13, 2002
HOST MARRIOTT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland 001-14625 53-0085950
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
6903 Rockledge Drive
Suite 1500
Bethesda, Maryland 20817
(Address of Principal Executive Offices)
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(240) 744-1000
(Registrant's telephone number, including area code)
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ITEM 9. REGULATION FD DISCLOSURE
On August 13, 2002 the Principal Executive Officer and Principal
Financial Officer of Host Marriott Corporation each furnished the Securities and
Exchange Commission with the following certifications pursuant to Securities and
Exchange Commission Order No. 4-460: Order Requiring the Filing of Sworn
Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.
Statement Under Oath of Principal Executive Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Christopher J. Nassetta, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Host Marriott Corporation, and, except as corrected or
supplemented in a subsequent covered report:
. no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
. no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
Audit Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
. Annual Report on Form 10-K for the fiscal year end December 31,
2001 of Host Marriott Corporation;
. all reports on Form 10-Q, all reports on Form 8-K, and all
definitive proxy materials of Host Marriott Corporation filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
. any amendments to any of the foregoing.
/s/ Christopher J. Nassetta Subscribed and sworn to before me
------------------------------------ this 13th day of August, 2002
Name: Christopher J. Nassetta
Date: August 13, 2002 /s/ Sharon T. Henry
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Notary Public
My Commission Expires:
September 12, 2004
Statement Under Oath of Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Robert E. Parsons, Jr., state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Host Marriott Corporation, and, except as corrected or
supplemented in a subsequent covered report:
. no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
. no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
Audit Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
. Annual Report on Form 10-K for the fiscal year end December 31,
2001 of Host Marriott Corporation;
. all reports on Form 10-Q, all reports on Form 8-K, and all
definitive proxy materials of Host Marriott Corporation filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
. any amendments to any of the foregoing.
/s/ Robert E. Parsons, Jr. Subscribed and sworn to before me
----------------------------------- this 13th day of August, 2002
Name: Robert E. Parsons, Jr.
Date: August 13, 2002 /s/ Sharon T. Henry
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Notary Public
My Commission Expires:
September 12, 2004
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.
Date: August 13, 2002 HOST MARRIOTT CORPORATION
(registrant)
By: /s/ Robert E. Parsons, Jr.
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Name: Robert E. Parsons, Jr.
Its: Executive Vice President and Chief
Financial Officer