8-K 1 d8k.txt FORM 8-K ================================================================================ 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): May 29, 2001 Host Marriott, L.P. (Exact Name of Registrant as Specified in Charter) Delaware 0-25087 52-2095412 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Indemnification no.) 10400 Fernwood Road Bethesda, Maryland 20817 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (301) 380-9000 ================================================================================ Item 5. Other Events. Host Marriott, L.P. ("Host LP"), Host Marriott Corporation ("Host Marriott") and various entities affiliated with The Blackstone Group (the "Blackstone Entities") entered into an Underwriting Agreement dated as of May 29, 2001 (the "Underwriting Agreement") with Salomon Smith Barney Inc. (the "Underwriter"). Pursuant to Host LP's partnership agreement, Host Marriott agreed to issue to the Blackstone Entities 18,200,000 shares of its common stock, par value $.01 per share (the "Host Marriott Common Stock"), upon redemption of units of limited partnership interest in Host LP and, subject to the terms and conditions contained in the Underwriting Agreement, the Blackstone Entities agreed to sell to the Underwriter the 18,200,000 shares of Host Marriott Common Stock for delivery on June 4, 2001. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (A) Financial statements of business acquired. Not applicable. (B) Pro forma financial information. Not applicable. (C) Exhibits. Exhibit No. Description ----------- ----------- 1.1 Underwriting Agreement dated as of May 29, 2001 among Host Marriott Corporation, Host Marriott, L.P., Salomon Smith Barney Inc. and the Blackstone Entities. 8.1 Tax Opinion of Hogan & Hartson L.L.P. 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 hereunto duly authorized. HOST MARRIOTT, L.P. By: Host Marriott Corporation, its General Partner By: /s/ Robert E. Parsons ----------------------- Date: June 4, 2001 Name: Robert E. Parsons, Jr. Title: Executive Vice President Exhibit Index Exhibit No. Description ----------- ----------- 1.1 Underwriting Agreement dated as of May 29, 2001 among Host Marriott Corporation, Host Marriott, L.P., Salomon Smith Barney Inc. and the Blackstone Entities. 8.1 Tax Opinion of Hogan & Hartson L.L.P.