-----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, FdvFbO1j97GTtSXVtf2xvAxbOXV+b+vSA7lLEhh6jtLs+v095xNaupi+nbbk0NsR AQcaBcZcT7wfSNDzy27j2A== 0001193125-08-059042.txt : 20080317 0001193125-08-059042.hdr.sgml : 20080317 20080317171655 ACCESSION NUMBER: 0001193125-08-059042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080312 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOST HOTELS & RESORTS, INC. CENTRAL INDEX KEY: 0001070750 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 530085950 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14625 FILM NUMBER: 08693978 BUSINESS ADDRESS: STREET 1: 6903 ROCKLEDGE DR STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 240-744-1000 MAIL ADDRESS: STREET 1: HOST MARRIOTT CORP STREET 2: 6903 ROCKLEDGE DR., SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817-1109 FORMER COMPANY: FORMER CONFORMED NAME: HOST MARRIOTT CORP/ DATE OF NAME CHANGE: 19981229 FORMER COMPANY: FORMER CONFORMED NAME: HMC MERGER CORP DATE OF NAME CHANGE: 19980921 8-K 1 d8k.htm FORM 8-K 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): March 12, 2008

 

 

HOST HOTELS & RESORTS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-14625   53-0085950

(State or Other Jurisdiction of

Incorporation)

   (Commission File Number)  

(IRS Employer Identification

No.)

 

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland

   20817
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (240) 744-1000

 

 

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:

 

¨ 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 3.02 Unregistered Sales of Equity Securities

Host Hotels & Resorts, Inc., ( “Host”) the sole general partner of Host Hotels & Resorts, L.P. (“Host LP”) announced the following transaction. On March 12, 2008, Host LP issued 5,575,540 common partnership interests (“OP units”) in Host LP, representing a 1% interest in Host LP, to outside limited partners in Pacific Gateway, Ltd., a California limited partnership (“Pacific Gateway”) that owns the San Diego Marriott Hotel and Marina (the “Hotel”). The number of OP units issued was based on the closing price of the common stock of Host of $16.68 per share on March 12, 2008. In exchange for the issuance of these OP units, the outside limited partners of Pacific Gateway assigned their remaining approximately 10% partnership interests in Pacific Gateway, and other economic rights, including the right to receive 1.7% of Hotel sales, to a wholly owned subsidiary of Host LP. As a result of the transaction, Host LP now owns 100% of the interests in the Hotel. The OP units were issued in a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Host owns approximately 96% of the partnership interests in Host LP.

Under the terms of the Third Amended and Restated Agreement of Limited Partnership of Host L.P., dated as of February 22, 2007, as amended (the “Partnership Agreement”), holders of limited partnership interests have a OP unit redemption right which, subject to the terms and conditions of the Partnership Agreement, permits the redemption of OP units for cash, or at the election of the Host, registered shares of common stock of Host. If the OP units are redeemed for shares of common stock of Host, Host will issue the shares of common stock of Host in a private placement pursuant to Section 4(2) of the Securities Act.

 

 

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 HOTELS & RESORTS, INC.
Date: March 17, 2008     By:   /s/ Brian G. Macnamara
    Name:   Brian G. Macnamara
    Title:   Senior Vice President, Corporate Controller
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