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): March 2, 2005
HOST MARRIOTT, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 000-25087 | 52-2095412 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
6903 Rockledge Drive
Suite 1500
Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)
(240) 744-1000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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 8.01. Other Events
Host Marriott Corporation (NYSE:HMT) announced yesterday that Host Marriott, L.P., for whom the Company acts as sole general partner, is proposing to offer in a private placement $500 million aggregate principal amount of Senior Notes due 2015 (the “Notes”), subject to market conditions. As the offering is a private placement, it will not be made to the general public. Only qualified institutional buyers may participate in the offering. The net proceeds of the offering will be used to repay or repurchase Host Marriott L.P.’s existing 8 3/8% Series E Senior Notes due 2006, to redeem a portion of the existing 7 7/8% Series B Senior Notes due 2008, to pay related fees and expenses or for other corporate purposes. The text of the news release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith.
| Exhibit Number |
Description | |
| 99.1 | Host Marriott Corporation news release dated March 2, 2005 |
Page 1
Signature
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.
| HOST MARRIOTT, L.P. | ||||||||
| By: | HOST MARRIOTT CORPORATION its general partner | |||||||
| Date March 3, 2005 | /s/ LARRY K. HARVEY | |||||||
| Larry K. Harvey Senior Vice President and Corporate Controller | ||||||||
Page 2
Exhibit 99.1
 |
 | |
| HOST MARRIOTT |
||
| CORPORATION |
6903 Rockledge Drive, Suite 1500 | |
| Bethesda, MD. 20817 | ||
| Contact: | Gregory J. Larson | |
| Senior Vice President | ||
| 240-744-5120 |
HOST MARRIOTT CORPORATION ANNOUNCES PROPOSED PRIVATE PLACEMENT OF SENIOR NOTES DUE 2015
BETHESDA, MD; March 2, 2005 – Host Marriott Corporation (NYSE:HMT) announced today that Host Marriott, L.P., for whom the Company acts as sole general partner, is proposing to offer in a private placement $500 million aggregate principal amount of Senior Notes due 2015 (the “Notes”), subject to market conditions. As the offering is a private placement, it will not be made to the general public. Only qualified institutional buyers may participate in the offering.
The net proceeds of the offering will be used to repay or repurchase Host Marriott L.P.’s existing 8 3/8 % Series E Senior Notes due 2006, to redeem a portion of the existing 7 7/8% Series B Senior Notes due 2008, to pay related fees and expenses or for other corporate purposes.
The Notes to be offered have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The issuance of the Notes will be structured to allow secondary market trading under Rule 144A under the Securities Act of 1933.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such an offering sold would be unlawful.
This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.
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