---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

---

 

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): April 20, 2005

 

---

 

HOST MARRIOTT CORPORATION

(Exact name of registrant as specified in its charter)

 

---

 

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

 

6903 Rockledge Drive

Suite 1500

Bethesda, Maryland 20817

(Address of principal executive offices and Zip Code)

 

(240) 744-1000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

---

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

---

---

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On April 20, 2005, Host Marriott Corporation announced that we have called for redemption all outstanding shares of our 10% Class B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Class B Preferred Stock”), and 10% Class D Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Class D Preferred Stock”), on May 20, 2005, the Redemption Date. The Class B Preferred Stock is currently listed on the New York Stock Exchange under the symbol HMT-PB. On the Redemption Date, we will redeem 4,000,000 shares of Class B Preferred Stock and 33,182 shares of Class D Preferred Stock at a redemption price of $25.2431 per share, representing the liquidation preference of $25.00 per share plus the amount equal to all dividends accrued and unpaid thereon to the Redemption Date. The aggregate redemption prices for the outstanding shares of Class B Preferred Stock and Class D Preferred Stock are $100,972,400.00 and $837,616.54, respectively.

 

A copy of the form of notice of redemption for each of the Class B Preferred Stock and the Class D Preferred Stock are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(c)

Exhibits.

 

The following exhibits are filed herewith:

 

EXHIBIT NO.		DESCRIPTION OF EXHIBITS
99.1		Form of Notice of Redemption, dated April 20, 2005, with respect to the redemption of the registrant’s 10% Class B Cumulative Redeemable Preferred Stock
99.2		Form of Notice of Redemption, dated April 20, 2005, with respect to the redemption of the registrant’s 10% Class D Cumulative Redeemable Preferred Stock

 

2

---

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 thereunto duly authorized.

 

Date: April 25, 2005		HOST MARRIOTT CORPORATION
		By:		/s/ LARRY K. HARVEY
				Larry K. Harvey Senior Vice President and Corporate Controller

 

3

EXHIBIT 99.1

 

REDEMPTION NOTICE

April 20, 2005

 

To:	Holders of Host Marriott Corporation 10% Class B Cumulative Redeemable Preferred Stock (CUSIP 44107P302)

 

Pursuant to the Articles Supplementary of Host Marriott Corporation (the “Company”) classifying the 10% Class B Cumulative Redeemable Preferred Stock, par value $0.01 per share of the Company (the “Class B Stock”), the Company is hereby providing notice to you of the Company’s redemption of all outstanding shares of its Class B Stock (the “Class B Preferred Shares”), and the following information in connection with such redemption:

 

1. The redemption date shall be May 20, 2005 (the “Redemption Date”).

 

2. The Class B Preferred Shares are being redeemed at a redemption price of $25.00 per share, plus $0.2431, the amount equal to all dividends accrued and unpaid thereon to the Redemption Date. You will receive, upon presentation of your Class B Stock certificate(s) as indicated in Paragraph 4 below, $25.2431 multiplied by the number of Class B Preferred Shares held by you as indicated on the addressee label.

 

3. The total number of Class B Preferred Shares to be redeemed by the Company pursuant to Section 5(b) of the Articles Supplementary classifying the Class B Stock is 4,000,000, representing all of the issued and outstanding Class B Preferred Shares. All of the Class B Preferred Shares held by you as indicated on the addressee label are being redeemed by the Company (the “Redeemed Shares”).

 

4. In order to receive payment for your Redeemed Shares, you should send by overnight mail or by certified mail, return receipt requested, or deliver by hand your Class B Stock certificate(s), together with a properly completed and duly executed Letter of Transmittal or facsimile thereof, enclosed with this Redemption Notice, to EquiServe Trust Company (the “Agent”) on or after the Redemption Date at one of the addresses set forth below. Any monies deposited with the Agent and unclaimed at the end of two years from the Redemption Date will be repaid to the Company upon its written request, after which you may look only to the Company to receive payment for your Redeemed Shares.

 

By Mail		By Hand		By Overnight Delivery
EquiServe Corporate Actions P.O. Box 43014 Providence, RI 02940-3014		EquiServe Corporate Actions 17 Battery Place, 11th Floor New York, NY 10004		EquiServe Attn: Corporate Actions 66 Brooks Drive Braintree, MA 02184

 

5. Dividends on the Class B Preferred Shares shall cease to accrue on the Redemption Date. The Redeemed Shares will be canceled on the stock records of the Company as of the Redemption Date and, thereafter, you will have no rights as a stockholder of the Company, other than the right to receive payment, upon surrender of your Class B Preferred stock certificate(s), in the amount of the Redemption Price.

 

Exhibit 99.2

 

REDEMPTION NOTICE

 

April 20, 2005

 

To:	Fernwood Holdings LLC

Holder of Host Marriott Corporation 10% Class D Cumulative Redeemable Preferred Stock

 

Pursuant to the Articles Supplementary of Host Marriott Corporation (the “Company”) classifying the 10% Class D Cumulative Redeemable Preferred Stock, par value $0.01 per share of the Company (the “Class D Stock”), the Company is hereby providing notice to you of the Company’s redemption of all outstanding shares of its Class D Stock (the “Class D Preferred Shares”), and the following information in connection with such redemption:

 

1. The redemption date shall be May 20, 2005 (the “Redemption Date”).

 

2. The Class D Preferred Shares are being redeemed at a redemption price of $25.00 per share, plus $0.2431, the amount equal to all dividends accrued and unpaid thereon to the Redemption Date. You will receive, upon presentation of your Class D Stock certificate as indicated in Paragraph 4 below, $837,616.54 (representing the 33,182 shares of Class D Preferred Shares held by you, multiplied by $25.2431).

 

3. The total number of Class D Preferred Shares to be redeemed by the Company pursuant to Section 5(b) of the Articles Supplementary classifying the Class D Stock is 33,182, representing all of the issued and outstanding Class D Preferred Shares (the “Redeemed Shares”).

 

4. In order to receive payment for your Redeemed Shares, you should send by overnight mail or by certified mail, return receipt requested, or deliver by hand your Class D Stock certificate, to the Company on or after the Redemption Date at the address set forth below.

 

Host Marriott Corporation

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland 20817

Attn: William Kelso, Esquire

Assistant General Counsel

 

5. Dividends on the Class D Preferred Shares shall cease to accrue on the Redemption Date. The Redeemed Shares will be canceled on the stock records of the Company as of the Redemption Date and, thereafter, you will have no rights as a stockholder of the Company, other than the right to receive payment, upon surrender of your Class D Preferred stock certificate(s), in the amount of the Redemption Price.