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): December 14, 2001 Host Marriott Corporation (Exact Name of Registrant as Specified in Charter) Maryland 001-05664 53-0085950 (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. On December 14, 2001 Host Marriott Corporation announced that Host Marriott, L.P., of which we own approximately 92% interest and are the sole general partner, completed a $450 million senior notes offering. The notes carry a 9 1/2% coupon rate with a final maturity of January 15, 2007. The net proceeds of the offering were used to repay nearly all of the outstanding balance under our revolving credit facility. Attached is a copy of our news release of the offering as exhibit 99.1. In addition, we announced on December 20, 2001 that we have completed the previously announced sale of the Vail Marriott Mountain Resort hotel with Vail Resorts Inc. We also announced the completion of the sale of the Pittsburgh Marriott City Center hotel to the Shaner Hotel Group. Total sale proceeds for the two properties were approximately $65 million of which approximately $20 million will be used to repay the remaining outstanding balance under our revolving credit facility. The remaining proceeds will be used for general corporate purposes. Attached is a copy of our news release of the sales as exhibit 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (C) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Host Marriott news release dated December 14, 2001 99.2 Host Marriott news release dated December 20, 2001 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 CORPORATION By: /s/ Donald D. Olinger ------------------------- Date: December 21, 2001 Name: Donald D. Olinger Title: Senior Vice President and Corporate Controller