SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment Number Two)
Host Marriott Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
44107P104
(Cusip Number)
03/31/2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
/X/ Rule 13d-1 (b)
/ / Rule 13d-1 (c)
/ / Rule 13d-1 (d)
| CUSIP NO. 44107P104 | 13G |
| 1) |
NAME OF REPORTING PERSON Wallace R. Weitz & Company |
I.R.S. NUMBER OF REPORTING PERSON Tax I.D. No. 47-0654095 |
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| 5) SOLE VOTING POWER: | 22,629,763 | |||
|
| ||||
| 6) SHARED VOTING POWER: | NONE | |||
|
| ||||
| 7) SOLE DISPOSITIVE POWER: | 22,629,763 | |||
|
| ||||
| 8) SHARED DISPOSITIVE POWER: | NONE |
9) AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
22,629,763
10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
10.1%
12) TYPE OF REPORTING PERSON
IA
2
| CUSIP NO. 44107P104 | 13G |
1) NAME OF REPORTING PERSON
Wallace R. Weitz
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| 5) SOLE VOTING POWER: | NONE | ||||
|
| |||||
| 6) SHARED VOTING POWER: | 22,629,763 | ||||
|
| |||||
| 7) SOLE DISPOSITIVE POWER: | NONE | ||||
|
| |||||
| 8) SHARED DISPOSITIVE POWER: | 22,629,763 |
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,629,763
10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
12) TYPE OF REPORTING PERSON
IN
3
Item 1(a). Name of Issuer:
Host Marriott Corporation
Item 1(b). Address of Issuer’s Principal Executive Office:
10400 Fernwood Road,
Dept. 907, Room 507
Bethesda, Maryland 20817-1109
Item 2(a). Names of Persons Filing:
Wallace R. Weitz & Company
Wallace R. Weitz,
President and Primary Owner of Wallace R. Weitz & Company
Item 2(b). Principal Business Address of Persons Filing:
1125 South 103rd Street, Suite 600
Omaha, Nebraska 68124-6008
Item 2(c). Citizenship:
Wallace R. Weitz & Company — State of Nebraska
Wallace R. Weitz – Citizen of United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
44107P104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
| (e) | Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. This statement is being filed by Wallace R. Weitz & Company (“Weitz & Co.”) as a registered investment adviser. All of the securities reported in this statement are owned of record by investment advisory clients of Weitz & Co. and none are owned directly or indirectly by Weitz & Co. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Weitz & Co. is the beneficial owner of any of the securities covered by the statement. | |
|
| ||
| (g) | Control Person. This statement is also being filed by Wallace R. Weitz (“Weitz”), President and primary owner of Weitz & Co. in the event he could be deemed to be an indirect beneficial owner of the securities reported by Weitz & Co. through the exercise of voting control and/or dispositive power over the securities as a result of his official positions or ownership of the voting securities of Weitz & Co. Mr. Weitz does not own directly or indirectly any securities covered by this statement for his own account. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Mr. Weitz is the beneficial owner of any of the securities covered by this statement. |
4
Item 4. Ownership:
| (a) Amount Beneficially Owned: | |||||
| (i) Weitz & Co. (ii) Weitz |
22,629,763 Shares 22,629,763 Shares |
||||
| (b) Percent of Class: | ||||
| (i) Weitz & Co. (ii) Weitz |
10.1% 10.1% |
|||
| (c) Number of Shares as to which such person has: (I) sole power to direct vote: |
|||
| (i) Weitz & Co. (ii) Weitz |
22,629,763 0 |
||
| (II) shared power to direct vote: | |||
| (i) Weitz & Co. (ii) Weitz |
22,629,763 22,629,763 |
||
| (III) sole power to dispose: | |||
| (i) Weitz & Co. (ii) Weitz |
22,629,763 0 |
||
| (IV) shared power to dispose: | |||
| (i) Weitz & Co. (ii) Weitz |
22,629,763 22,629,763 | ||
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
| Weitz Series Fund, Inc.-Value Fund, a registered investment company, is the record owner of 13,725,700 shares of the Issuer as of March 31, 2001, representing 6.1% of the Issuer’s shares. Wallace R. Weitz & Company has the sole power to vote or direct the vote of the securities covered by this statement. |
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
5
Item 10. Certification
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. |
|
|
| After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. |
Date : April 6th, 2001
| WALLACE R. WEITZ & COMPANY |
| By: /s/ Wallace R. Weitz Name: Wallace R. Weitz Title: President |
| WALLACE R. WEITZ (Individually) |
| /s/ Wallace R. Weitz |
Joint Filing Agreement
In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement as of the 6th day of April, 2001.
| WALLACE R. WEITZ & COMPANY |
| By: /s/ Wallace R. Weitz Name: Wallace R. Weitz Title: President |
| WALLACE R. WEITZ (Individually) |
| /s/ Wallace R. Weitz |
6