SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
Host Marriott, L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Partnership Units
- --------------------------------------------------------------------------------
(Title of Class of Securities)
_ _ _ _ _
- --------------------------------------------------------------------------------
(CUSIP Number)
Thomas J. Saylak
Blackstone Real Estate Associates L.P.
345 Park Avenue, 31st Floor
New York, New York 10154
(212) 935-2626
With a copy to:
Gregory Ressa, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 2001
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: / /
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 36 pages)
- ----------------------
[FN]
The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. _____ 13D Page 2 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Partners II L.P.
I.R.S. Identification No. - 13-3930073
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 9,611,789
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
9,611,789
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,080,259
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 3 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Holdings II L.P.
I.R.S. Identification No. - 13-3916108
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 2,788,410
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
2,788,410
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,256,880
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 4 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Partners II.TE.1 L.P.
I.R.S. Identification No. - 13-3915147
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 7,760,229
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
7,760,229
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,228,699
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 5 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Partners II.TE.2 L.P.
I.R.S. Identification No. - 13-3915149
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 334,369
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
334,369
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
802,839
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 6 of 36
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II.TE.3 L.P.
I.R.S. Identification No. - 13-3943180
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,595,342
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
1,595,342
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,063,812
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 7 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Partners II.TE.4 L.P.
I.R.S. Identification No. - 13-3943181
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 324,511
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
324,511
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
792,981
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 8 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Partners II.TE.5 L.P.
I.R.S. Identification No. - 13-3973673
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 682,581
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
682,581
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,115,051
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 9 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Partners I L.P.
I.R.S. Identification No. - 13-3930073
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 3,013,956
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
3,013,956
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,482,426
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 10 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Partners Two L.P.
I.R.S. Identification No. - 13-3787414
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 197,630
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
197,630
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
666,100
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 11 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Partners Three L.P.
I.R.S. Identification No. - 13-3787415
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,917,355
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
1,917,355
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,385,825
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 12 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Partners IV L.P.
I.R.S. Identification No. - 13-3787416
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 60,278
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
60,278
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
528,748
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 13 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone RE Capital Partners L.P.
I.R.S. Identification No. - 13-3794146
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 314,359
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
314,359
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
782,829
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 14 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone RE Capital Partners II L.P.
I.R.S. Identification No. - 13-3794148
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 34,504
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
34,504
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
502,974
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 15 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone RE Offshore Capital Partners L.P.
I.R.S. Identification No. - 13-3794149
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 60,700
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
60,700
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
529,170
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 16 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Holdings L.P.
I.R.S. Identification No. - 13-3789506
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,801,956
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
1,801,956
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,270,426
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 17 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CR/RE L.L.C.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 27,078
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
27,078
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
495,548
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
(14) TYPE OF REPORTING PERSON
00
CUSIP No. _____ 13D Page 18 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRE Logan Hotel Inc.
I.R.S. Identification No. - 13-3731847
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 22,204
PERSON WITH
(8) SHARED VOTING POWER
None
(9) SOLE DISPOSITIVE POWER
22,204
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
22,204
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
(14) TYPE OF REPORTING PERSON
CO
CUSIP No. _____ 13D Page 19 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRE/Ceriale L.L.C.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 468,470
PERSON WITH
(8) SHARED VOTING POWER
None
(9) SOLE DISPOSITIVE POWER
468,470
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
468,470
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
(14) TYPE OF REPORTING PERSON
00
CUSIP No. _____ 13D Page 20 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RTZ Management Corp.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 14
PERSON WITH
(8) SHARED VOTING POWER
None
(9) SOLE DISPOSITIVE POWER
14
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
(14) TYPE OF REPORTING PERSON
CO
CUSIP No. _____ 13D Page 21 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Associates L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
(8) SHARED VOTING POWER
6,067,252
(9) SOLE DISPOSITIVE POWER
None
(10) SHARED DISPOSITIVE POWER
6,067,252
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,067,252
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 22 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Associates II L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
(8) SHARED VOTING POWER
20,777,291
(9) SOLE DISPOSITIVE POWER
None
(10) SHARED DISPOSITIVE POWER
20,777,291
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
20,777,291
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 23 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blackstone Real Estate Management II L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
(8) SHARED VOTING POWER
23,565,701
(9) SOLE DISPOSITIVE POWER
None
(10) SHARED DISPOSITIVE POWER
23,565,701
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,565,701
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
(14) TYPE OF REPORTING PERSON
PN
CUSIP No. _____ 13D Page 24 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BREA L.L.C.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
(8) SHARED VOTING POWER
7,869,208
(9) SOLE DISPOSITIVE POWER
None
(10) SHARED DISPOSITIVE POWER
7,869,208
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,869,208
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
(14) TYPE OF REPORTING PERSON
00
CUSIP No. _____ 13D Page 25 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BREA II L.L.C.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
(8) SHARED VOTING POWER
23,565,701
(9) SOLE DISPOSITIVE POWER
None
(10) SHARED DISPOSITIVE POWER
23,565,701
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,565,701
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
(14) TYPE OF REPORTING PERSON
00
CUSIP No. _____ 13D Page 26 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter G. Peterson
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
(8) SHARED VOTING POWER
30,988,657
(9) SOLE DISPOSITIVE POWER
None
(10) SHARED DISPOSITIVE POWER
30,988,657
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
30,988,657
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
(14) TYPE OF REPORTING PERSON
IN
CUSIP No. _____ 13D Page 27 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen A. Schwarzman
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
(8) SHARED VOTING POWER
30,988,657
(9) SOLE DISPOSITIVE POWER
None
(10) SHARED DISPOSITIVE POWER
30,988,657
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
30,988,657
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
(14) TYPE OF REPORTING PERSON
IN
CUSIP No. _____ 13D Page 28 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John G. Schreiber
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING None
PERSON WITH
(8) SHARED VOTING POWER
None
(9) SOLE DISPOSITIVE POWER
None
(10) SHARED DISPOSITIVE POWER
26,376,073
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
26,376,073
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
(14) TYPE OF REPORTING PERSON
IN
CUSIP No. _____ 13D Page 29 of 36
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Ceriale
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) /x/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF UNITS (7) SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 27,078
PERSON WITH
(8) SHARED VOTING POWER
468,470
(9) SOLE DISPOSITIVE POWER
27,078
(10) SHARED DISPOSITIVE POWER
468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
495,548
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
(14) TYPE OF REPORTING PERSON
IN
CUSIP No. _____ 13D Page 30 of 36
AMENDMENT NO. 3
The Statement on Schedule 13D relating to the Class A
partnership units (the "OP Units") of Host Marriott, L.P. (the "Issuer")
initially filed on January 12, 1999, as amended (the "Schedule 13D"), by
Blackstone Real Estate Partners II L.P. ("BRE II"); Blackstone Real Estate
Holdings II L.P. ("BREH II"); Blackstone Real Estate Partners II T.E. 1 L.P.
("BRE II TE 1"); Blackstone Real Estate Partners II T.E. 2 L.P. ("BRE II TE
2"); Blackstone Real Estate Partners II T.E. 3 L.P. ("BRE II TE 3");
Blackstone Real Estate Partners II T.E. 4 L.P. ("BRE II TE 4"); Blackstone
Real Estate Partners II T.E. 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/Ceriale L.L.C. ("BRE/Ceriale"); RTZ
Management Corp. ("RTZ"); BRE Logan Hotel Inc. ("Logan"); 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 L.L.C. ("BREA LLC"); ("BREA II LLC"); Peter G. Peterson
("Peterson"); Stephen A. Schwarzman ("Schwarzman"); John G. Schreiber
("Schreiber"); and John Ceriale ("Ceriale"), is hereby amended as set forth
herein. Cambridge is no longer a member of the group described in this
Schedule 13D. Responses to each item below may be incorporated by reference
into each other item, as applicable. Capitalized terms used herein but not
defined shall have the meanings set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended by deleting Cambridge from the list
of filing persons, the description of the principal business of each
Reporting Person and the definition of "Reporting Person".
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby deleted in its entirety and replaced by the
following text:
As of the date of this filing, the Reporting Persons own, in
the aggregate, 31,015,735 OP Units, which are redeemable for cash (or at
Host Marriott Corporation's election, exchangeable for Common Stock on a one-
for-one basis).
As of the date of this filing, BRE II, BREH II, BRE II TE 1,
BRE II TE 2, BRE II TE 3, BRE II TE 4 and BRE II TE 5 may be deemed to
beneficially own 9,611,789 (or approximately 3.5% of the outstanding OP
Units; all percentages herein are based on the total number of OP Units
outstanding as reported in the Issuer's most recently filed Form 10-Q for the
quarter ended September 8, 2000, based upon best available information as of
the date hereof), 2,788,410 (1.0%), 7,760,229 (2.9%), 334,369 (0.1%),
1,595,342 (0.6%), 324,511 (0.1%) and 682,581 (0.3%) OP Units, respectively.
As of the date of this filing, BRE I, BRE Two, BRE Three, BRE IV, BRECP,
BRECP II, BOC and BREH may be deemed to beneficially own 3,013,956 (1.1%),
197,630 (less than 0.1%), 1,917,355 (0.7%), 60,278 (less than 0.1%), 314,359
(0.1%), 34,504 (less than 0.1%), 60,700 (less than 0.1%) and 1,801,956 (0.7%)
OP Units,
CUSIP No. _____ 13D Page 31 of 36
respectively. As of the date of this filing, CRRE, Logan, Ceriale
and RTZ may be deemed to beneficially own 27,078 (less than 0.1%), 22,204
(less than 0.1%), 468,470 (0.2%) and 14 (less than 0.1%) OP Units,
respectively.
Such OP Units represent, in the aggregate, 31,015,575 OP
Units, or approximately 11.4% of the total number of OP Units outstanding as
reported in the Issuer's most recently filed Form 10-Q for the quarter ended
September 8, 2000. As of the date of this filing, each of the above-
mentioned Reporting Persons, acting through each of their respective direct
or indirect general partners and members, has the sole power to vote or
direct the vote and to dispose or direct the disposition (subject to the
provisions of the Contribution Agreement and the Partnership Agreement) of
the above mentioned OP Units beneficially owned by each such Reporting
Person.
In addition, by reason of their status as members of
Ceriale, BRE I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC, BREH, BRE
II, BREH II, BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5
and CRRE may be deemed to beneficially own the 468,470 (0.2%) OP Units
beneficially owned by Ceriale. As of the date of this filing, BRE I, BRE
Two, BRE Three, BRE IV, BRECP, BRECP II, BOC, BREH, BRE II, BREH II, BRE II
TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5 and CRRE have the
shared power to vote or direct the vote and to dispose or direct the
disposition (subject to the provisions of the Contribution Agreement and the
Partnership Agreement) of the OP Units beneficially owned by Ceriale.
By reason of its status as the general partner of BRE I, BRE Two,
BRE Three, BRE IV, BRECP, BRECP II and BOC, BREA has the shared power to
vote or direct the vote and to dispose or direct the disposition of the OP
Units owned by such entities (in each case to the extent that BRE I, BRE Two,
BRE Three, BRE IV, BRECP, BRECP II and BOC have such power) and, accordingly,
may be deemed to beneficially own 6,067,252 (2.2%) OP Units.
By reason of its status as the general partner of BRE II,
BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5, BREA II has
the shared power to vote or direct the vote and to dispose or direct the
disposition of OP Units owned by such entities (in each case to the extent
that BRE II, BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II
TE 5, have such power) and, accordingly, may be deemed to beneficially own
20,777,291 (7.7%) OP Units.
By reason of the requirement that 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, Schreiber has
shared power to dispose or direct the disposition of the OP Units that may be
deemed to be beneficially owned by BREA and BREA II (in each case to the
extent that BREA and BREA II has such power) and, accordingly, may be deemed
to beneficially own 26,376,073 (9.7%) OP Units which may be deemed to be
beneficially owned by BREA and BREA II.
By reason of its status as the general partner of BREA and
BREH, BREA LLC has the shared power to vote or direct the vote and to dispose
or direct the disposition of the OP Units that may be deemed to be
beneficially owned by BREA and BREH (in each case to the extent that the BREA
and BREH have such power) and, accordingly, may be deemed to beneficially own
7,869,208 (2.9%) OP Units.
By reason of its status as the general partner of BREA II
and BREH II, BREMA II has the shared power to vote or direct the vote and to
dispose or direct the disposition of the OP Units that may be deemed to be
beneficially owned by BREA II and BREH II (in each case to the
CUSIP No. _____ 13D Page 32 of 36
extent that the BREA II and BREH II have such power) and, accordingly, may be
deemed to beneficially own 23,565,701 (8.7%) OP Units.
By reason of its status as the general partner of BREMA II,
BREA II LLC has the shared power to vote or direct the vote and to dispose or
direct the disposition of the OP Units that may be deemed to be beneficially
owned by BREA II and BREH II (in each case to the extent that the BREA II and
BREH II have such power) and, accordingly, may be deemed to beneficially own
23,565,701 (8.7%) OP Units.
By reason of their ability to control BREA LLC, BREA II LLC,
RTZ and Logan, Peterson and Schwarzman have shared power to vote or to direct
the vote and to dispose or direct the disposition of the OP Units that may be
deemed to be beneficially owned by BREA LLC, BREA II LLC, RTZ and Logan (in
each case to the extent that BREA LLC, BREA II LLC, RTZ and Logan have such
power) and, accordingly, may be deemed to beneficially own 30,988,657 (11.4%)
OP Units.
By reason of his status as a member with sole beneficial
ownership of CRRE, Ceriale may be deemed to beneficially own, in the
aggregate, the 495,548 (0.2%) OP Units beneficially owned by CRRE. As of the
date of this filing, Ceriale has the sole and shared power to vote or direct
the vote and to dispose or direct the disposition (subject to the provisions
of the Contribution Agreement and the Partnership Agreement) of the OP Units
beneficially owned by CRRE.
To the best knowledge of each of the Reporting Persons, none
of the Reporting Persons has beneficial ownership of, or has engaged in any
transaction during the past 60 days in, any OP Units, except as otherwise
disclosed herein.
Pursuant to Rule 13d-4 under the Securities Exchange Act of
1934, as amended (the "Act"), the Reporting Persons declare that the filing
of this statement shall not be construed as an admission that any such
Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act,
the beneficial owner of any securities covered by this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
Pursuant to the Underwriting Agreement (the "Underwriting
Agreement"), dated as of February 1, 2001, among the Issuer, Salomon Smith
Barney Inc. ("Salomon"), Host Marriott Corporation and BRE I, BRE Two, BRE
Three, BRE IV, BRECP, BRECP II, BOC, BREH, BRE II, BREH II, BRE II TE 1, BRE
II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5 and Logan (collectively, the
"Selling Shareholders"), the Selling Shareholders agreed to sell, in
CUSIP No. _____ 13D Page 33 of 36
the aggregate, 12,500,000 shares of Common Stock to Salomon for a price of
$12.30 per share. The Common Stock sold by the Selling Shareholders was issued
to them by Host Marriott Corporation upon the redemption of 12,500,000 OP Units
held by them prior to the closing of the sale of Common Stock. The closing
of the sale of Common Stock took place on February 7, 2001. After giving
effect to the sale of Common Stock, all Reporting Persons hold, in the
aggregate, 31,015,735 OP Units, which are redeemable for cash or (at the
election of Host Marriott Corporation) shares of Common Stock (on a one-for-
one basis). A copy of the Underwriting Agreement is filed as Exhibit 7
hereto and is incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
INDEX OF EXHIBITS
Description
-----------
Exhibit 7 Underwriting Agreement, dated as of
February 1, 2001, among the Issuer,
Salomon, Host Marriott Corporation and
the Selling Shareholders.
CUSIP No. _____ 13D Page 34 of 36
SIGNATURES
After reasonable inquiry and to the best of his or its
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: February 14, 2001
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.
BLACKSTONE REAL ESTATE HOLDINGS L.P.
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE HOLDINGS 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.
CR/RE L.L.C.
BRE LOGAN HOTEL INC.
BRE/CERIALE L.L.C.
RTZ MANAGEMENT CORP.
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
BLACKSTONE REAL ESTATE MANAGEMENT
ASSOCIATES II L.P.
BREA L.L.C.
BREA II L.L.C.
PETER G. PETERSON
CUSIP No. _____ 13D Page 35 of 36
STEPHEN A. SCHWARZMAN
JOHN G. SCHREIBER
JOHN CERIALE
By: /s/ Gary M. Sumers
-------------------------------
Name: Gary M. Sumers
Title: Attorney-in-fact
CUSIP No. _____ 13D Page 36 of 36
INDEX OF EXHIBITS
Description
-----------
Exhibit 1 Joint Filing Agreement and Power of
Attorney dated as of January 8, 1999,
among the Reporting Persons relating to
the filing of a joint statement on
Schedule 13D, incorporated by reference
to Exhibit 1 to the Schedule 13D.
Exhibit 1A Second Joint Filing Agreement and Power
of Attorney dated as of May 5, 1999,
among the Reporting Persons relating to
the filing of a joint statement on
Schedule 13D, incorporated by reference
to Exhibit 1A to the Schedule 13D.
Exhibit 2 Second Amended and Restated Agreement
of Limited Partnership of the Issuer,
incorporated by reference to Exhibit
3.1 to the Registration Statement of
the Issuer on Form S-4/A (Registration
No. 333-55807).
Exhibit 3 Contribution Agreement, dated as of
April 16, 1998, among Host Marriott
Corporation, the Issuer and the
Contributors (as defined therein),
incorporated by reference to Exhibit
10.18 to the Registration Statement of
the Issuer on Form S-4/A (Registration
No. 333-55807).
Exhibit 4 Amendment #1 to Contribution Agreement,
dated May 8, 1998, incorporated by
reference to Exhibit 10.19 to the
Registration Statement of the Issuer on
Form S-4/A (Registration No. 333-
55807).
Exhibit 5 Amendment #2 to Contribution Agreement,
dated May 18, 1998, incorporated by
reference to Exhibit 10.20 to the
Registration Statement of the Issuer on
Form S-4/A (Registration No. 333-
55807).
Exhibit 6 Closing Agreement, dated as of December
30, 1998, between Host Marriott
Corporation, the Issuer and the
Contributors (as defined therein),
incorporated by reference to Exhibit 6
to Schedule 13D.
Exhibit 7 Underwriting Agreement, dated as of
February 1, 2001, among the Selling
Shareholders, Salomon, Host Marriott
Corporation and the Issuer,
incorporated by reference to Exhibit
1.1 to the Current Report of the Issuer
on Form 8-K dated February 7, 2001.