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OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2001
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
BREA L.L.C.
(Last) (First) (Middle)
345 Park Avenue
(Street)
New York, New York 10154
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
05/03/99
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Host Marriott Corporation (HMT)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
X Director X 10% Owner
----- -----
Officer (give title above) X Other (specify below)
----- -----
Member of Schedule 13D Group
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
-----
X Form filed by More than One Reporting Person
-----
Page 1 of 41
FORM 3 (continued)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see
Instruction 5(b)(v).
(Print or Type Responses)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)
N/A
2. Amount of Securities Beneficially Owned (Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
4. Nature of Indirect Beneficial Ownership (Instr. 5)
Page 2 of 41
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 11,219,329(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
I
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(2)
Page 3 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 5,088,278(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(3)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(31)(32)
Page 4 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 1,017,174(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(4)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(31)(32)
Page 5 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 3,503,039(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(5)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(31)(32)
Page 6 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 818,629(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(6)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(31)(32)
Page 7 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 1,185,887(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(7)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(31)(32)
Page 8 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 781,368(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(8)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(31)(32)
Page 9 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 819,227(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(9)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(31)(32)
Page 10 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 3,126,192(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(10)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(31)(32)
Page 11 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 13,783,976(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(11)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(32)
Page 12 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 4,206,451(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(12)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(32)
Page 13 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 11,673,324(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(13)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(32)
Page 14 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 952,918(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(14)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(32)
Page 15 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 2,771,954(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(15)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(32)
Page 16 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 937,025(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(16)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(32)
Page 17 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 1,454,024(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(17)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(32)
Page 18 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 31,957(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D(18)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
Page 19 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 14(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D(19)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
Page 20 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 495,548(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D&I(20)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(32)
Page 21 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 468,470(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D (21)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
Page 22 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 263,025(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
D (22)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
Page 23 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 8,824,632(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
I
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(23)
Page 24 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 29,230,871(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
I
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(24)
Page 25 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 37,587,033
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
I
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(25)
Page 26 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 32,968,852(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
I
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(26)
Page 27 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 32,968,852(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
I
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(27)
Page 28 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 43,751,682(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
I
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(28)
Page 29 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 43,751,682(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
I
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(29)
Page 30 of 41
FORM 3 (continued)
1. Title of Derivative Security (Instr. 4)
Common Stock
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
07/01/99(1) n/a
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
Class A Partnership Units 495,548(1)
4. Conversion or Exercise Price of Derivative Security
(1)
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
I
6. Nature of Indirect Beneficial Ownership (Instr. 5)
(30)
Page 31 of 41
Explanation of Responses:
(1) The Reporting Persons herein have a contingent right to receive
Common Stock of the Issuer upon the exercise of a Reporting
Person's right to redeem certain Class A Partnership Units (the
"OP Units") of Host Marriott, L.P. (the "Operating
Partnership"). Upon the exercise of such redemption right with
respect to the OP Units, the Reporting Persons will receive
Common Stock only if the Issuer, which is the general partner of
the Operating Partnership, elects to assume the Operating
Partnership's obligation to pay cash for the redeemed OP Units
by issuing its Common Stock (presently, on a one-for-one basis)
in lieu thereof to the redeeming Reporting Person.
Up to 50% of such OP Units are redeemable (and at the Issuer's
election, exchangeable for Common Stock on a one-for-one basis)
beginning on July 1, 1999, (ii) an additional 25% of such OP Units
may be redeemed (and at the Issuer's election, exchangeable for
Common Stock on a one-for-one basis) beginning on October 1, 1999
and (iii) the remaining 25% of such OP Units may be redeemed (and
at the Issuer's election, exchangeable for Common Stock on a one-
for-one basis) beginning on January 1, 2000. Notwithstanding the
foregoing, Item 3 discloses the aggregate number of Common Stock
(i.e., without giving effect to foregoing timetable) that the
Reporting Persons may be deemed beneficially own.
(2) BREA L.L.C. ("BREA LLC") is the general partner of Blackstone Real
Estate Associates L.P. ("BREA") and Blackstone Real Estate
Holdings L.P. ("BREH"), and because of such position, the total
beneficial holding of BREA LLC includes the beneficial holding of
each such entity.
(3) Blackstone Real Estate Partners I L.P. ("BRE I") directly owns
4,356,783 OP Units contingently redeemable into 4,356,783 shares
of Common Stock, and the remaining 731,495 securities are directly
owned by BRE/Cambridge L.L.C. ("Cambridge") and BRE/Ceriale L.L.C.
("Ceriale").
(4) Blackstone Real Estate Partners Two L.P. ("BRE Two") directly owns
285,679 OP Units contingently redeemable into 285,679 shares of
Common Stock, and the remaining 731,495 securities are directly
owned by Cambridge and Ceriale.
(5) Blackstone Real Estate Partners Three L.P. ("BRE Three") directly
owns 2,771,544 OP Units contingently redeemable into 2,771,544
shares of Common Stock, and the remaining 731,495 Common Stock are
directly owned by Cambridge and Ceriale.
(6) Blackstone Real Estate Partners IV L.P. ("BRE IV") directly owns
87,134 OP Units contingently redeemable into 87,134 shares of
Common Stock, and the remaining 731,495 securities are directly
owned by Cambridge and Ceriale.
Page 32 of 41
(7) Blackstone RE Capital Partners L.P. ("BRECP") directly owns
454,392 OP Units contingently redeemable into 454,392 shares of
Common Stock, and the remaining 731,495 securities are directly
owned by Cambridge and Ceriale.
(8) Blackstone RE Capital Partners II L.P. ("BRECP II") directly owns
49,873 OP Units contingently redeemable into 49,873 shares of
Common Stock, and the remaining 731,495 securities are directly
owned by Cambridge and Ceriale.
(9) Blackstone RE Offshore Capital Partners L.P. ("BOC") directly owns
87,732 OP Units contingently redeemable into 87,732 shares of
Common Stock, and the remaining 731,495 securities are directly
owned by Cambridge and Ceriale.
(10) BREH directly owns 2,394,697 OP Units contingently redeemable into
2,394,697 shares of Common Stock, and the remaining 731,495
securities are directly owned by Cambridge and Ceriale.
(11) Blackstone Real Estate Partners II L.P. ("BRE II") directly owns
13,315,506 OP Units contingently redeemable into 13,315,506 shares
of, and the remaining 468,470 securities are directly owned by
Ceriale.
(12) Blackstone Real Estate Holdings II L.P. ("BREH II") directly owns
3,737,981 OP Units contingently redeemable into 3,737,981 shares
of Common Stock, and the remaining 468,470 securities are directly
owned by Ceriale.
(13) Blackstone Real Estate Partners II.TE.1 L.P. ("BRE II TE 1")
directly owns 11,204,854 OP Units contingently redeemable into
11,204,854 shares of Common Stock, and the remaining 468,470
securities are directly owned by Ceriale.
(14) Blackstone Real Estate Partners II.TE.2 L.P. ("BRE II TE 2")
directly owns 484,448 OP Units contingently redeemable into
484,448 shares of Common Stock, and the remaining 468,470
securities are directly owned by Ceriale.
(15) Blackstone Real Estate Partners II.TE.3 L.P. ("BRE II TE 3")
directly owns 2,303,484 OP Units contingently redeemable into
2,303,484 shares of Common Stock, and the remaining 468,470
securities are directly owned by Ceriale.
(16) Blackstone Real Estate Partners II.TE.4 L.P. ("BRE II TE 4")
directly owns 468,555 OP Units contingently redeemable into
468,555 shares of Common Stock, and the remaining 468,470
securities are directly owned by Ceriale.
(17) Blackstone Real Estate Partners II.TE.5 L.P. ("BRE II TE 5")
directly owns 985,554 OP Units contingently redeemable into
985,554 shares of Common Stock, and the remaining 468,470
securities are directly owned by Ceriale.
Page 33 of 41
(18) BRE Logan Hotel Inc. ("Logan") directly owns 31,957 OP Units
contingently redeemable into 31,957 shares of Common Stock.
(19) RTZ Management Corp. ("RTZ") directly owns 14 OP Units
contingently redeemable into 14 shares of Common Stock.
(20) CR/RE L.L.C. ("CRRE") directly owns 27,078 OP Units contingently
redeemable into 27,078 shares of Common Stock, and the remaining
468,470 securities are directly owned by Ceriale.
(21) Ceriale directly owns 468,470 OP Units contingently redeemable
into 468,470 shares of Common Stock.
(22) Cambridge directly owns 263,025 OP Units contingently redeemable
into 263,025 shares of Common Stock.
(23) BREA is the general partner of BRE I, BRE Two, BRE Three, BRE IV,
BRECP, BRECP II and BOC, and because of such position, the total
beneficial holding of BREA includes the number of securities
beneficially owned by each such entity.
(24) Blackstone Real Estate Associates II L.P. ("BREA II") is the
general partner of BRE II, BRE II TE 1, BRE II TE 2, BRE II TE 3,
BRE II TE 4 and BRE II TE 5, and because of such position, the
total beneficial holding of BREA II includes the number of
securities beneficially owned by each such entity.
(25) John G. Schreiber ("Schreiber") is a limited partner in BREA and
BREA II, and any disposition of an investment (directly or
indirectly) by entities to which BREA and BREA II serves as
general partner requires the approval of Schreiber. Therefore,
the total beneficial holding of Schreiber includes the number of
securities beneficially owned by each such entity. Schreiber is
also a director of the Issuer.
(26) Blackstone Real Estate Management Associates II L.P. ("BREMA II")
is the general partner of BREA II and BREH II, and because of such
position, the total beneficial holding of BREMA II includes the
beneficial holding of BREA II and BREH II.
(27) BREA II L.L.C. ("BREA II LLC") is the general partner of BREMA II,
and because of such position, the total beneficial holding of BREA
II LLC includes the beneficial holding of BREMA II.
(28) Peter G. Peterson ("Peterson"), who is a founding member of BREA
LLC and BREA II LLC, is able, together with Stephen A. Schwarzman
("Schwarzman"), to control BREA LLC, BREA II LLC, RTZ and Logan,
and because of such position and control, the total beneficial
holding of Peterson includes the beneficial holding of BREA LLC,
BREA II LLC, RTZ and Logan.
(29) Schwarzman, who is a founding member of BREA LLC and BREA II LLC,
is able, together with Peterson, to control BREA LLC, BREA II LLC, RTZ
and Logan.
(30) John Ceriale ("John Ceriale") is a member with sole beneficial
ownership of CRRE, and because of such position, the total beneficial
holding of John Ceriale includes the beneficial holding of CRRE.
Page 34 of 41
(31) Such entity is a member of Cambridge, and because of such membership,
the total beneficial holding of such entity includes the number of
securities beneficially owned by Cambridge.
(32) Such entity is a member of Ceriale, and because of such membership,
the total beneficial holding of such entity includes the number of
securities beneficially owned by Ceriale.
Information with respect to each of the Reporting Persons is given solely by
such Reporting Person, and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by another Reporting Person.
Any disclosures made hereunder with respect to persons other than the
Reporting Persons are made on information and belief after making appropriate
inquiry.
Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act
of 1934, as amended, each of the Reporting Persons herein states that this
filing shall not be deemed an admission that he or it is the beneficial owner
of any of the securities covered by this Statement.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
BREA L.L.C.
By: /s/ Gary M. Sumers May 13, 1999
------------------------------- ---------------
Name: Gary M Sumers Date
Title: Attorney-in-fact
**Signature of Reporting Person
Page 35 of 41
ATTACHMENT A
------------
Joint Filer Information
Names: Blackstone Real Estate Partners II L.P. ("BRE II"),
Blackstone Real Estate Holdings II L.P. ("BREH II"),
Blackstone Real Estate Partners II.TE.1 L.P. ("BRE II TE
1") Blackstone Real Estate Partners II.TE.2 L.P. ("BRE II
TE 2"), Blackstone Real Estate Partners II.TE.3 L.P.
("BRE II TE 3"), Blackstone Real Estate Partners II.TE.4
L.P. ("BRE II TE 4"), Blackstone Real Estate Partners
II.TE.5 L.P. ("BRE II TE 5"), Blackstone Real Estate
Partners I L.P. ("BRE I"), Blackstone Real Estate
Partners Two L.P. ("BRE Two"), Blackstone Real Estate
Partners Three L.P. ("BRE Three"), Blackstone Real Estate
Partners IV L.P. ("BRE IV"), Blackstone RE Capital
Partners L.P. ("BRECP"), Blackstone RE Capital Partners
II L.P. ("BRECP II"), Blackstone RE Offshore Capital
Partners L.P. ("BOC"), Blackstone Real Estate Holdings
L.P. ("BREH"), CR/RE L.L.C. ("CRRE"), BRE Logan Hotel
Inc. ("Logan"); BRE/Cambridge L.L.C. ("Cambridge"),
BRE/Ceriale L.L.C. ("Ceriale"), RTZ Management Corp.
("RTZ"), Blackstone Real Estate Associates L.P. ("BREA"),
Blackstone Real Estate Associates II L.P. ("BREA II"),
Blackstone Real Estate Management Associates II L.P.
("BREMA II"), BREA II L.L.C. ("BREA II LLC"), Peter G.
Peterson ("Peterson"), Stephen A. Schwarzman
("Schwarzman"), John G. Schreiber ("Schreiber") and John
Ceriale ("John Ceriale").
Addresses: The principal business office address of each of the
reporting persons above, except for Schreiber, is 345
Park Avenue, 31st Floor, New York, New York 10154. The
principal business office address of Schreiber is
Schreiber Investments, 1115 East Illinois Road, Lake
Forest, Illinois 60045.
Designated BREA L.L.C. ("BREA LLC")
Filer:
Issuer & Host Marriott Corporation (HMT)
Ticker
Symbol:
Date of May 3, 1999
Event:
Signatures: BLACKSTONE REAL ESTATE PARTNERS I L.P.
BLACKSTONE REAL ESTATE PARTNERS TWO L.P.
BLACKSTONE REAL ESTATE PARTNERS THREE L.P.
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
Page 36 of 41
BLACKSTONE RE CAPITAL PARTNERS L.P.
BLACKSTONE RE CAPITAL PARTNERS II L.P.
BLACKSTONE RE OFFSHORE CAPITAL PARTNERS L.P.
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.1 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.2 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.3 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.4 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.5 L.P.
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
BLACKSTONE REAL ESTATE HOLDINGS L.P.
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
BLACKSTONE REAL ESTATE MANAGEMENT ASSOCIATES II L.P.
CR/RE L.L.C.
BRE LOGAN HOTEL INC.
BRE/CAMBRIDGE L.L.C.
RTZ MANAGEMENT CORP.
BRE/CERIALE L.L.C.
BREA L.L.C.
BREA II L.L.C.
PETER G. PETERSON
STEPHEN A. SCHWARZMAN
JOHN G. SCHREIBER
JOHN CERIALE
By: /s/ Gary M. Sumers
---------------------
Name: Gary M. Sumers
Title: Attorney-in-fact
Page 37 of 41
ATTACHMENT B
------------
POWER OF ATTORNEY
Know all by these presents, that each signatory below hereby
constitutes and appoints each of Peter G. Peterson, Stephen A.
Schwarzman, Gary M. Sumers and Thomas J. Saylak as the true and lawful
agent and attorney-in-fact of such signatory, with full power of
substitution and resubstitution, to prepare, execute and file, on such
signatory's behalf and also in such capacity as may be indicated below,
any Form 3, Form 4 or Form 5, any amendment thereto and any other
document which any such attorney-in-fact may consider advisable in
connection with the reporting, under the Securities Exchange Act of 1934,
as amended, of the beneficial holding of Common Stock of Host Marriott
Corporation by such signatory and such entities for which such signatory
is an authorized person, and such signatory hereby ratifies any such
action taken or to be taken by such attorney-in-fact. The duration of
this Authorization and Power of Attorney shall be from the date indicated
below until the earlier to occur of either (i) when none of the
signatories below have any beneficial holding of any Common Stock of the
Company or (ii) with reference to each signatory below, when any such
signatory revokes this Authorization and Power of Attorney in a signed
writing delivered to the foregoing attorneys-in-fact.
Date: May 13, 1999
BLACKSTONE REAL ESTATE PARTNERS I L.P.
BLACKSTONE REAL ESTATE PARTNERS TWO L.P.
BLACKSTONE REAL ESTATE PARTNERS THREE L.P.
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
BLACKSTONE RE CAPITAL PARTNERS L.P.
BLACKSTONE RE CAPITAL PARTNERS II L.P.
BLACKSTONE RE OFFSHORE CAPITAL PARTNERS L.P.
By: Blackstone Real Estate Associates L.P., General Partner
By: BREA L.L.C., General Partner
By: /s/ Stephen A. Schwarzman
-------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.1 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.2 L.P.
Page 38 of 41
BLACKSTONE REAL ESTATE PARTNERS II.TE.3 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.4 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.5 L.P.
By: Blackstone Real Estate Associates II L.P., General Partner
By: Blackstone Real Estate Management Associates II L.P.,
General Partner
By: BREA II L.L.C., General Partner
By: /s/ Stephen A. Schwarzman
-------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
By: Blackstone Real Estate Management Associates II L.P.,
General Partner
By: BREA II L.L.C., General Partner
By: /s/ Stephen A. Schwarzman
-------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE HOLDINGS L.P.
By: BREA L.L.C., General Partner
By: /s/ Stephen A. Schwarzman
-------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
By: BREA L.L.C., General Partner
By: /s/ Stephen A. Schwarzman
-------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
By: Blackstone Real Estate Management Associates II L.P.,
General Partner
By: BREA II L.L.C., General Partner
By: /s/ Stephen A. Schwarzman
-------------------------
Name: Stephen A. Schwarzman
Title: Member
Page 39 of 41
BLACKSTONE REAL ESTATE MANAGEMENT ASSOCIATES II L.P.
By: BREA II L.L.C., General Partner
By: /s/ Stephen A. Schwarzman
-------------------------
Name: Stephen A. Schwarzman
Title: Member
BREA L.L.C.
By: /s/ Stephen A. Schwarzman
-------------------------
Name: Stephen A. Schwarzman
Title: Member
BREA II L.L.C.
By: /s/ Stephen A. Schwarzman
-------------------------
Name: Stephen A. Schwarzman
Title: Member
/s/ Stephen A. Schwarzman
-------------------------
Stephen A. Schwarzman
/s/ Peter G. Peterson
-------------------------
Peter G. Peterson
/s/ John G. Schreiber
-------------------------
John G. Schreiber
/s/ John Ceriale
-------------------------
John Ceriale
CR/RE L.L.C.
By: /s/ John Ceriale
-------------------
Name: John Ceriale
Title: Member
BRE LOGAN HOTEL INC.
By: /s/ William J. Stein
-------------------
Name: William J. Stein
Title: Vice President
Page 40 of 41
RTZ MANAGEMENT CORP.
By: /s/ William J. Stein
-------------------
Name: William J. Stein
Title: Vice President
BRE/CERIALE L.L.C.
By: /s/ William J. Stein
-------------------
Name: William J. Stein
Title: Vice President
BRE/CAMBRIDGE L.L.C.
By: /s/ William J. Stein
-------------------
Name: William J. Stein
Title: Vice President
Page 41 of 41