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January 6, 2006
Mail Stop 4561
Elizabeth A. Abdoo
Executive Vice President and General Counsel
Host Marriott Corporation
6903 Rockledge Drive, Suite 1500
Bethesda, MD 20817
Re: Host Marriott Corporation
Registration Statement on Form S-4
Filed December 9, 2005
File No. 333-130249
Current Report on Form 8-K
Filed December 9, 2005
File No. 001-14625
Annual Report on Form 10-K
Filed March 1, 2005
File No. 001-14625
Starwood Hotels & Resorts Worldwide, Inc,
Starwood Hotels & Resorts
Annual Report on Form 10-K
Filed March 4, 2005
File No. 333-73069
Dear Ms. Abdoo:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Host Marriott Corporation Form S-4
General
1. We note that numerous terms of the master agreement give rise
to
rights by either party to defer or exclude properties from this
transaction, including terms related to subsequent financial
performance and the need for shareholder consents and regulatory
approvals not yet obtained. Please tell us whether you plan to or
why you should not be required to re-solicit your shareholders in
the
event that the price or asset mix of the proposed transaction were
to
change materially following the date of your anticipated vote.
2. Please provide us with a copy of the transcript of your
November
14, 2005 conference call discussing the proposed transaction and
tell
us why you did not file it with the Commission.
3. Please provide us with a copy of the "board book" or similar
documentation provided to the board and your management to
consider
the proposed transaction. Such materials should include the
presentations made by the financial advisors.
4. We note that you have incorporated from your Form 8-K filed
December 9, 2005 information relevant to your discussion of tax
consequences beginning on page 101. We further note that this
report
contains risk factor information that is specific to this
transaction
.. Please tell us why it is appropriate to incorporate
transaction-
specific disclosure from prior filings or revise your
prospectus/proxy statement to include this information.
5. We note that you have not included disclosure responsive to
Item
18(a)(5)(i) of Form S-4. Please confirm that the directors and
officers of neither you nor Starwood have interests that may
require
disclosure pursuant to this item, including, without limitation,
bonuses tied to the successful completion of this transaction.
Forepart of Registration Statement
6. In note 4 to your fee table, please describe briefly the rights
associated with the Series A Junior Participating Preferred stock.
7. Please briefly explain what an "RP Unit" is with respect to SLT
Realty L.P.
Outside Front Cover Page of Prospectus
8. Please revise to disclose the vote required to approve the
transaction.
Questions and Answers About Voting Procedures for the Host Special
Meeting
9. The information in this section appears merely to repeat
information contained in the summary. Please revise to eliminate
the
overlap or omit the section entirely.
Summary, page 1
10. Please limit your reliance on cross-references in the Summary
and
Risk Factors section.
11. Where relevant, please provide a summary of the other key
aspects
of the transaction, including the license and management
agreements
related to the properties to be transferred to you and any
agreements
related to development and conversion of properties currently held
by
you.
12. Where relevant, please discuss, from page 84, the fee you
would
be required to pay in the event that shareholders do not vote in
favor of this transaction. Also, please discuss briefly, from
page
85, the transfer taxes and transaction costs that you may be
liable
for and the limitations on indemnification described on pages 87-
88.
13. We note, from page 105, that you have not yet determined the
purchase price related to each asset in the event that you need to
make adjustments to the consideration to be paid. Please indicate
when you expect to determine the purchase price of each asset and
amend your disclosure accordingly.
The Transactions, page 2
Consideration for the Transactions, page 2
14. Please discuss the additional consideration to be paid by Host
in
the form of preferred stock, the number of such shares you expect
to
issue and the rights associated with them.
Ownership of Host After the Transactions, page 3
15. Please identify the creation of any individual interests
following the transaction that may amount to 5% or more or your
outstanding shares, and quantify those interests.
Opinion of Host Financial Advisors..., page 3
16. Please disclose whether your advisor would be paid a fee in
the
event the transaction were to terminate. If not-or if the fee
would
be significantly less than the fee upon consummation-please
discuss
the resulting conflict of interest here and in the Risk Factors
section. We have the same comment with respect to your discussion
on
page 4 of the opinion rendered by Starwood`s advisor.
Deferral of Hotels..., page 6
17. Please summarize the deferral and exclusion terms-including
which
hotels are subject to deferral or exclusion-to discuss how the
transaction could materially change following the shareholder
vote.
Financing for the Transactions..., page 8
18. Please be more specific as to the financing assumptions,
including the amounts you expect to raise through a sale of
certain
of your current assets, sale of assets to be acquired from
Starwood,
and the incurrence of new debt. Also, please quantify the bridge
loan and explain briefly why it would be necessary to increase
this
loan in the event that the Sheraton bondholders do not approve the
proposed restructuring.
Summary Selected Historical Financial Data, page 9
Selected Unaudited Pro Forma Financial Date, page 12
19. Please provide footnotes explaining how the information
presented
reflects aspects of the proposed transaction not evident from
historical financials, such as revenue associated with assets
being
transferred to you that are not included in Starwood Trust, the
intended sale of certain assets, and the incurrence of new debt.
Risk Factors, page 17
20. To the extent material, please revise to include discussion of
risk related to:
* dilution caused by the issuance of new shares and the impact of
potential share sales following the close of the transaction;
* the terms of any leases to which the hotels you may acquire may
be
subject; and
* control that may be exercised over you by Starwood or its
affiliates as a result of shares being issued in this transaction.
The consummation of the transactions will expand..., page 24
21. Please clarify whether you have any current operations in the
new
markets noted under this heading and revise your disclosure
regarding
the fact that you "may have" limited knowledge and understanding
of
the local economies accordingly.
The Transactions, page 32
22. Where relevant, please revise your discussion of the
transactions
to:
* disclose which hotels are held by each Starwood entity that you
intend to acquire in the transactions described on pages 33 and
34.;
* describe the assets that you intend to dispose of in four like-
kind
exchanges and the hotels you expect to receive;
* describe in more detail the interests held by SLT Realty; and
* describe in more detail the assets to be acquired from SLC
Operating LP, including the hotels being transferred to you that
receive their working capital from this pool.
Structure of the Transactions, page 32
23. Please revise your description on page 34 to make it clear
what
equity interests Starwood intends to redeem prior to the close of
this transaction and what assets will be removed from the entities
to
be acquired by you.
24. Please indicate when you expect to receive consents from the
unit
holders of SLT Realty to complete the SLT merger.
25. Please expand your disclosure to discuss the "private REITs"
to
be created by Host in order to maintain its REIT qualification and
to
satisfy debt requirements.
Consideration for the Transactions, page 34
26. On page 35, please explain briefly how adjustments to the
amounts
to be received directly by Starwood (as a result of increases or
decreases in the number of Starwood Trust Class B shares
outstanding
upon close) would be allocated to the purchase price of the
remaining
properties.
27. Please discuss Starwood`s share repurchase program in more
detail, including when it was announced, when it is set to expire
and
the price offered.
28. We refer to the table on page 36 that shows the total
consideration to be paid in the transactions based on the market
price of the Host common stock. Please revise to include a higher
range. We note that the table only shows scenarios up to $19.00
per
common share, and that the closing market price on January 5, 2006
was $18.99. Please revise to indicate additional scenarios if the
market price increases beyond $19.00.
Background of the Transactions, page 36
29. On page 40, please identify the third parties with whom you
entered confidentiality agreements and explain their role in the
process.
30. Based on your disclosure on page 54, that Bear Stearns
considered
"interest from various third parties regarding a transaction" with
Starwood, it appears that third party offers may have been
received.
If so, please summarize the terms of those offers and disclose why
they were abandoned.
Recommendation of Host`s Board of Directors..., page 43
Enhanced Company Profile, page 44
31. Please provide us with support for your statement that Host,
following the proposed acquisitions, will be the largest lodging
company in the U.S and the sixth-largest public REIT. In
addition,
please disclose the measurement you are using in arriving at these
conclusions.
Financial Considerations, page 44
32. Please revise this section to provide specific financial
projections in bullet points 1, 2 and 4 and the replacement cost
in
bullet point 3. With respect to non-GAAP projections, please
provide
the disclosure, including cautionary language and reconciliation
to
pro forma GAAP financials, as required by Item 10(e) of Regulation
S-
K.
Additional Considerations, page 44
33. On page 45, please discuss, to the extent relevant, any
consideration by your board of issues related to the incurrence of
new debt, dilution, your longterm reliance on Starwood as manager
of
the properties to be acquired, control issues, future sales of
your
shares by former Starwood Trust shareholders, and the pro forma
decrease in earnings per share (on a GAAP basis). Also, please
remove the reference in the last bullet point on page 45 to
"various
other applicable risks." All material negative factors considered
by
your board should be described here.
Starwood`s Reasons for the Transactions, page 46
Negative Factors Considered by the Starwood Boards, page 47
34. Please revise the last bullet point in this section to include
any other material risks considered by Starwood.
Opinion of Host Financial Advisors, page 48
35. On page 52, please:
* quantify the compensation paid by you and your affiliates to
Goldman Sachs in the last two years. Refer to Item 1015(b)(4) of
Regulation M-A;
* describe the compensation to be paid to Goldman Sachs as a
result
of the bridge loan and the expected refinancing of that loan
(including origination and commitment fees); and
* in the event the consideration falls outside of the range
described
here, please describe how the consideration paid to Goldman Sachs
for
its fairness opinion could change, if at all.
36. With respect to Bear Stearns, please describe, on pages 57 and
58, the past services it has provided to Starwood in detail and
quantify aggregate compensation paid to it in the last two years.
Also, please describe in more detail the fees to be received by
Bear
Stearns as part of this transaction and provide the additional
disclosure required by Items 1015(b)(2) and (3) of Regulation M-A.
Selected Companies Analysis, page 49
37. Please explain the significance-from a fairness point of view-
of
the fact that your 2005 estimates ratios exceed the median 2005
ratios for comparable companies. Also, please explain why your
advisors did not calculate your 2006 estimated ratios and what
significance your advisors ascribed to the apparent comparison of
your 2005 ratios to the 2006 estimated ratios for similar
companies.
In addition, please expand your disclosure to provide additional
information on what the IBES estimates represent.
Earnings Accretion/Dilution Analysis, page 51
38. Please revise to discuss in more detail how Goldman Sachs
arrived
at the estimates of FFO accretion and explain the significance of
these figures to your investors.
Opinion of Starwood and Starwood Trust`s Financial Advisor, page
52
Summary of Analyses, page 54
39. We note from page 55 that Bear Stearns did not, in making its
valuation, ascribe any weight to the encumbrances on the
properties
to be transferred as a result of the license and management
agreements to be entered into with Starwood. Please revise your
disclosure to clarify why Bear Stearns did not take the
encumbrances
into account. Also, please indicate whether the analysis by
Goldman
Sachs takes encumbrances into account and, if not, provide similar
disclosure.
Financing for the Transactions, page 58
Permanent Financing, page 58
40. Please identify the sale assets and quantify how much you
expect
to get for each, including any assets you intend to acquire in
this
transaction.
Bridge Loan Facility, page 58
41. On page 59, please disclose the debt ceiling that you may not
exceed by more than $400 million without reducing the amount
outstanding under the bridge loan.
42. Please identify the lender of your current revolving credit
facility and indicate whether an amendment to the facility has
been
obtained permitting the bridge loans to share in the collateral
securing the facility. We note your statement on page 58 that
such
amendment must be executed prior to the execution of the bridge
loan
facility.
Assumed Indebtedness, page 60
43. In notes 1 and 2, briefly explain what you mean by "excess
cash"
and "excess cash flow," respectively. In note 3, please explain
how
interest is calculated and when the rate is reset.
Restrictions on Sales of Shares of Host Common Stock..., page 61
Affiliates, page 61
44. Please quantify the number of shares you expect to be held by
affiliates and indicate whether there any contractual agreements
to
file a resale registration statement covering these shares by any
specific date.
Registration Rights of Starwood, page 62
45. Please disclose when you expect-or are required-to file a
registration statement covering the resale of shares received by
Starwood as a result of this transaction. In addition, please
revise
this section to include any other material provisions of the
registration rights agreement that you intend to enter into with
Starwood.
Material Terms of the Principal Transaction Agreements, page 63
General, page 63
46. Where relevant, please identify and describe briefly all other
agreements entered into that are not included in the principal
transaction agreements annexed to this prospectus/proxy statement.
47. With regard to the disclaimer appearing on page 63, we have
the
following comments:
* Please tell us why it is appropriate to extend it to "covenants
and
other agreements." This would appear to suggest that shareholders
may not rely on the description of the merger agreement itself, as
opposed to merely statements of fact contained in applicable
representations and warranties.
* Refer to your statement that certain "disclosure letters and
schedules contain...potential additional non-public information."
If
true, please disclose that it is your belief that all material
information has been made public. Also, please confirm that you
have
filed as exhibits to this registration statement all schedules and
disclosure letters related to agreements that do not qualify for
treatment under Item 601(b)(2) of Regulation S-K. Finally, please
provide us with a copy of all omitted schedules and disclosure
letters.
* Refer to your statement that certain "information...may have
changed since the date of the master agreement." Please be
advised
that you are responsible for considering whether additional
specific
disclosures regarding material contractual provisions are required
to
make the statements included in the prospectus/proxy statement not
misleading.
* Refer to your statement that certain representations and
warranties
contained in the master agreement "were used for the purpose of
allocating risk...rather than establishing matters of fact."
Please
revise to remove any implication that the agreements comprising
this
transaction do not constitute public disclosure under federal
securities laws.
Conditions to Completion of the Closing Transactions, page 69
48. Please provide in one place a detailed schedule of the
required
shareholder, lender and bondholder consents and regulatory
approvals
that must be obtained prior to closing, including consents related
to
Sheraton and SLT Realty LP and, if applicable, the redemption of
certain interests in Starwood Trust. In responding to this
comment:
* please make it clear which assets will remain subject to consent
(or other contingencies) following your vote and describe any
consents that have already been obtained by Starwood (such as the
consent of Starwood Trust Class A shareholders and SLT Realty RP
unit
holders);
* please explain why no consent appears to be required in
connection
with your acquisition of assets from SLC Operating LP; and
* where relevant, please explain the potential impact on the
number
of Starwood Trust Class B shares outstanding in the event that
holders of Starwood Trust Class B preferred choose to convert
their
shares rather than accede to a cash redemption.
Additional Conditions to the Obligations of Host..., page 70
49. We note from page 71 that this transaction is contingent on,
among other things, receipt by you of a favorable tax opinion
regarding certain entities affiliated with Starwood Trust. Please
make it clear that you would not waive this condition in the event
that the tax considerations were to result in a material change in
the nature of this transaction or undertake to recirculate and
resolicit if the condition is waived and the change in tax
consequences is material. Also, please note that because the tax
opinion appears to be a waivable condition, the signed opinion
must
be filed prior to this registration statement going effective.
Deferral of Hotels, page 80
Host`s Deferral Rights, page 80
50. In the fourth bullet point on page 81, please disclose in more
detail the deferral provision related to the cost of lease
structures. Explain what these are and how indemnifications and
the
consents of "work councils" apply. Also, please disclose the
percentage of EBITDA beyond which deferral would be justified.
Indemnification Agreement, page 86
Retained and Assumed Liabilities, page 86
51. Please explain in more detail the operation of the terms
described in the second and fourth bullet points on this page,
including what kind of purchase price adjustments would subject
you
to additional liability. Also, in the first two bullet points on
page 87, please explain the associated liabilities in more detail.
Structure of Host Following the Transactions, page 90
52. Please disclose the terms of the preferred stock in Sheraton
that
you intend to cause Sheraton to issue following the close of this
transaction and identify to whom you intend Sheraton to issue it.
Also, please tell us whether the issuance will be registered or
what
exemption Sheraton will rely on. Finally, in your chart, please
clarify whether the preferred interest in the foreign currency
REITs
extends only to those REITs held by Sheraton as a result of the
preferred interest in Sheraton.
Structure of Starwood Prior to and Following..., page 93
53. In the chart, please indicate that Starwood holds 100% of the
equity interest in SHC and, if true, that Starwood holds 100% of
the
equity interest in the entities denoted as "various direct and
indirect subsidiaries." Also, please make clear, if true, that
these
direct and indirect subsidiaries include both the nine foreign and
four domestic hotels that are not owned by Starwood Trust, SLT
Realty
or Sheraton.
54. Please reconcile the chart, which suggests that Starwood Trust
has issued Class B preferred shares, with disclosure on page 123,
which suggests that as of September 30, 2005 no such shares were
outstanding.
Relationship of Host and Starwood Following the Transactions, page
95
55. If relevant, please provide a summary of material agreements
between you and Starwood prior to closing in the last three fiscal
years as required by Item 6 of Form S-4.
Operating Agreements and License Agreements, page 95
56. We have the following comments with regard to information
presented in this section:
* In the third bullet point on page 95, please describe the
licensed
property and the length of licenses with more specificity.
* In the sixth bullet point on page 95, please describe the
working
capital requirements in more detail;
* In the second bullet point on page 96, please describe the
territory restrictions in more detail.
* In the third bullet point on page 96, please describe the
termination rights-ties to return on investment-in more detail.
Also,
where relevant, describe applicable early termination penalties in
more detail.
57. Please tell us whether the terms of your management contracts
with Starwood are comparable to other similar established third
party
management contracts as described on page 10 of Host`s Form 10-K.
FF&E and Capital Expenditures, page 96
58. Please provide us with a detailed description for how you
account
for the periodic contributions of 5% of gross operating revenue
made
to the furniture, fixtures & equipment reserve fund and clarify to
us
the basis for that accounting treatment.
Termination on Sale, page 97
59. Please indicate which hotels are subject to provisions
describe
in this section as well as the circumstances that could trigger
these
rights.
Host Marriott Corporation Notes to the Unaudited Pro Forma
Statements
of Operations, page 111
Note B, page 111
60. Disclose the dollar amount of financing costs incurred and to
be
incurred related to your bridge loan facility, how the amount of
financing costs was determined, the expected term of the bridge
loan
facility, and the period over which the financing costs will be
amortized, which presumably is the expected term of the bridge
loan.
Refer to SAB Topic 2A (6).
Acquired Business Note 2 - Significant Accounting Policies, page
F-5
Inventories, page F-5
61. We note your policy of amortizing certain purchased inventory
items to 50% of their cost over 36 months. Please clarify to us
the
basis in GAAP for this treatment. Additionally, please tell us
whether Host Marriott currently follows the same policy. If not,
tell us what consideration you gave to including a pro forma
adjustment to conform accounting policies.
Note 11 - Commitments and Contingencies, page F-10
62. Please tell us what consideration you gave to providing more
detailed disclosure about legal matters and accruals recorded
related
to these legal matters.
Where You Can Find More Information, page 142
63. Please update the list of filings incorporated by reference to
reflect any recent filings and your Form 8-K dated October 7,
2005.
Part II
Undertakings, page II-2
64. Please revise to include the new undertakings required as of
December 1, 2005.
Annex D
65. We note the limitation on reliance by shareholders contained
in
the second to last paragraph of the fairness opinions provided by
your financial advisors. Because they are inconsistent with the
disclosures relating to the opinion, the limitations should be
deleted. Alternatively, disclose the basis for the advisors`
belief
that shareholders cannot rely upon their opinions to support any
claims against the advisors arising under applicable state law
(e.g.,
the inclusion of express disclaimers in the advisors` engagement
letters). Describe any applicable state-law authority regarding
the
availability of such a potential defense. In the absence of
applicable state-law authority, disclose that the availability of
such a defense will be resolved by a court of competent
jurisdiction.
Also disclose that resolution of the question of the availability
of
such a defense will have no effect on the rights and
responsibilities
of the board of directors under applicable state law. Further
disclose that the availability of such a state-law defense to the
advisors would have no effect on the rights and responsibilities
of
either the advisors or the board of directors under the federal
securities laws.
Exhibits
66. Pursuant to Item 601(b)(2) of Regulation S-K please file a
list
briefly identifying the contents of all omitted schedules or
similar
supplements. In addition, please file an agreement to furnish the
staff with a copy of any omitted schedule upon request. The
agreement to furnish the staff with copies of omitted schedules
may
be included in the exhibit index to the registration statement.
67. With regard to your legal opinion, please note that counsel
cannot assume that the officers signing the certificates have the
legal authority to do so. This is a conclusion of law which is a
necessary requirement of the ultimate legality opinion. Please
revise the first and third assumptions accordingly. Also, please
note that it is not appropriate for counsel to assume that the
registrant has sufficient authorized shares to undertake the
proposed
transaction. Please omit the fifth assumption.
68. Please file the Goldman Sachs and Deutsche Bank commitment
letters and term sheets as exhibits to this registration
statement.
69. We note that the consents filed by both Goldman Sachs and Bear
Stearns are expressly limited to the discussion and inclusion of
their fairness opinions in the initial version of your
registration
statement. Since it appears that you must amend your registration
statement-including the disclosure related to these fairness
opinions-please file revised consents with your next amendment.
70. Please provide drafts of your tax opinions with your first
amendment. We must review these prior to clearing the filing.
Host Marriott Corporation Form 8-K dated December 9, 2005
Risk Factors
71. Please amend your Form 8-K or revise your Form S-4 as
necessary
to comply with the following comments.
72. Please update each of the risk factors listed below to reflect
additional risk as a result of the proposed transaction, but only
to
the extent material:
* "Our ability to pay dividends may be limited...;"
* "Our ability to pay dividends on our common...;"
* "Foreclosure on our mortgage debt...;" and
* "Our mortgage debt contains provisions...."
The terms of our debt place restrictions on us...
73. Please revise to describe these restrictions in more detail.
Litigation judgments or settlements...
74. Please revise to remove mitigating language regarding your
belief
in the merit of the lawsuits against you. Stating that the
lawsuits
are without merit is a legal conclusion that the company is not
qualified to make. Discuss any particular suits that may have the
potential for material damages.
Host Marriott Corporation Form 10-K for the Period Ending December
31, 2004
Items 1& 2 Business and Properties, page 1
Legal Proceedings, page 14
75. In future filings, please refrain from expressing your belief
regarding the relative merit of lawsuits against you. This is a
legal conclusion that you are not qualified to make. If the
statements are based on advice from counsel, please identify
counsel
and file a consent from counsel.
Consolidated Statements of Operations, page 80
76. Please tell us what consideration you gave to classifying net
gains on property transactions as discontinued operations. Refer
to
paragraph 47(b) of SFAS 144 and EITF 03-13.
Notes to Consolidated Financial Statements, pages 84 - 110
Note 1. Summary of Significant Accounting Policies, pages 84 - 89
Property and Equipment, pages 85 - 86
77. Please clarify to us how your policy of classifying a property
as
held for sale when a binding agreement has been signed and the
buyer
has committed a significant amount of non-refundable cash is
consistent with the classification criteria included in paragraph
30
of SFAS 144.
Starwood Hotels & Resorts Form 10-K for the Period Ending December
31, 2004
Consolidated Statements of Cash Flows, page F-7
78. Note that paragraph 28 of SFAS 95 indicates that cash flows
from
operating activities should be reconciled to net income as opposed
to
net income from continuing operations. In future filings, revise
your
presentation to include the cash flows from operating, investing
and
financing activities from discontinued operations within the
appropriate classifications within the statement.
Note 2 - Significant Accounting Policies, pages F-11 - F-20
Assets Held for Sale, page F-12
79. Please clarify to us how your policy of classifying a property
as
held for sale when a signed sales contract and a non-refundable
deposit exists is consistent with the classification criteria
included in paragraph 30 of SFAS 144.
Property, Plant and Equipment, page F-13
80. Clarify to us and disclose in future filings the nature of the
continuing involvement you have with disposed properties and how
you
apply the guidance of EITF 03-13 in determining whether your
continued involvement precludes classification of dispositions as
discontinued operations under paragraph 42 of SFAS 144.
Note 4. Gain (Loss) on Asset Disposition & Impairments, Net, page
F-
21
81. We note that you recorded a net loss of $33 million primarily
related to the sales of two hotels. Please clarify to us why this
loss was not reported as discontinued operations, when you
classified
these assets as held for sale and what consideration you gave to
recognizing an impairment charge prior to sale.
As appropriate, please amend your registration statement in
response to our comments. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed decision. Since the company and its management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the above registration
statement. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendments for further
review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Matthew Maulbeck at 202-551-3466 or Linda
Van
Doorn, Senior Assistant Chief Accountant, at 202-551-3780 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact Geoffrey Ossias at 202-551-3404 or me at
202-551-3694 with any other questions.
Sincerely,
Owen J. Pinkerton
Senior Counsel
cc: Scott C. Herlihy (via facsimile)
Latham & Watkins LLP
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Elizabeth A. Abdoo
Host Marriott Corporation
January 6, 2006
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