-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HMGsew2n/GYsoLnIS2Qi+DHAle7+MsYgFBUBI37SE7IRBkiFJB5fFQbjtAVfzFq0 zkGZc5050Y2oMavWOBLGMw== 0000893750-01-500120.txt : 20010604 0000893750-01-500120.hdr.sgml : 20010604 ACCESSION NUMBER: 0000893750-01-500120 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOST MARRIOTT L P CENTRAL INDEX KEY: 0001061937 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522095412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55045 FILM NUMBER: 1652367 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD STREET 2: DEPT 907 RM 507 CITY: BETHESDA STATE: MD ZIP: 20817-1109 BUSINESS PHONE: 3013809000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD STREET 2: DEPT 907 RM 507 CITY: BETHESDA STATE: MD ZIP: 20817-1109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BREA LLC CENTRAL INDEX KEY: 0001017964 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2129352626 SC 13D/A 1 ny03-2086732_2.txt SCHEDULE 13D - AMENDMENT NO.6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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. 6) (1) 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) May 29, 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 which 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 6 Pages) __________ (1) The remainder of this cover page shall be filled out for a reporting person's 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 6 Pages AMENDMENT NO. 6 The Statement on Schedule 13D relating to the Class A partnership units ("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.TE.1 L.P. ("BRE II TE 1"), Blackstone Real Estate Partners II.TE.2 L.P. ("BRE II TE 2"), Blackstone Real Estate Partners II.TE.3 L.P. ("BRE II TE 3"), Blackstone Real Estate Partners II.TE.4 L.P. ("BRE II TE 4"), Blackstone Real Estate Partners II.TE.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 Logan Hotel Inc. ("Logan"); BRE/Ceriale L.L.C. ("BRE/Ceriale"), RTZ Management Corp. ("RTZ"), 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 L.L.C. ("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. 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 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby supplemented as follows: Pursuant to an agreement 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, Logan, RTZ and BRE/Ceriale (collectively, the "Selling Shareholders"), the Selling Shareholders have agreed to sell, in the aggregate, 18,200,000 shares of Common Stock to Salomon for a price of $13.00 per share. The Common Stock to be sold by the Selling Shareholders will be issued to them by Host Marriott Corporation upon the redemption of 18,200,000 OP Units held by them prior to the closing of the sale of Common Stock. The closing of the sale of Common Stock is expected to take place on June 4, 2001. After the closing of the sale of Common Stock, all Reporting Persons will hold, in the aggregate, 2,815,735 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). CUSIP No. _ _ _ _ _ 13D Page 3 of 6 Pages 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: June 1, 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 STEPHEN A. SCHWARZMAN CUSIP No. _ _ _ _ _ 13D Page 4 of 6 Pages JOHN G. SCHREIBER By: /s/ Thomas J. Saylak _______________________ Name: Thomas J. Saylak Title: Attorney-in-fact /s/ John Ceriale _______________________ John Ceriale CUSIP No. _ _ _ _ _ 13D Page 5 of 6 Pages INDEX OF EXHIBITS Number 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 the Statement. 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. CUSIP No. _ _ _ _ _ 13D Page 6 of 6 Pages Exhibit 8 Underwriting Agreement, dated as of May 2, 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 May 8, 2001. -----END PRIVACY-ENHANCED MESSAGE-----