8-K 1 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 ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 25, 1995 ---------------- HOST MARRIOTT CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-5664 53-0085950 (STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER JURISDICTION OF NUMBER) IDENTIFICATION NO.) INCORPORATION) 10400 FERNWOOD ROAD, BETHESDA, MARYLAND 20817 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ---------------- REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (301) 380-9000 -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.) ================================================================================ FORM 8-K ITEM 5. OTHER EVENTS On May 25, 1995, the Registrant announced that two of its subsidiaries closed the previously announced $1 billion of debt offerings. A copy of the news release announcing the offerings is attached as an exhibit to this current report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits (99) News Release dated May 25, 1995. SIGNATURES 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/ Christopher G. Townsend ----------------------------------------- Christopher G. Townsend Senior Vice President and Secretary Date: May 25, 1995 EX-99 2 PRESS RELEASE MAY 25 EXHIBIT 99 HOST MARRIOTT HOSPITALITY CLOSES $1 BILLION BOND OFFERINGS BETHESDA, MD, MAY 25, 1995 -- Host Marriott Hospitality, Inc., a wholly-owned subsidiary of Host Marriott Corporation, today announced that two of its wholly- owned subsidiaries closed the previously announced $1 billion of debt offerings. HMH Properties, Inc. (Properties), the owner of 70 of the company's 98 lodging properties, and Host Marriot Travel Plazas, Inc. (HMTP), the operator/manager of the company's food, beverage and merchandise concessions business, issued $600 million and $400 million, respectively, of senior notes, secured by the stock of certain of their subsidiaries. The company said that the bonds were issued at par and carry a 9.5% coupon rate with a final maturity of May 2005. Net proceeds to the company, after deducting commissions, totaled $974 million. The company said that proceeds of the offerings will be used to redeem all of its remaining bonds, which carry a weighted average interest rate of 10.4%, and to pay off the outstanding balance under Host Marriott's line of credit with Marriott International. In accordance with the terms of its indenture, Host Marriott Hospitality will redeem its remaining bonds on June 26, 1995. The redemption price is equal to 103% of principal plus accrued and unpaid interest on each series of bonds except for Series C. The redemption price for Series C bonds (9-1/8% due December 2000) is 100% of principal plus accrued and unpaid interest. The company stated that the purpose of the offerings is to help Host Marriott execute its business strategy and lower its cost of borrowing. More specifically, the offerings: 1) Reduce the company's annual cash interest expense on the debt refinanced. 2) Separately finance the Host/Travel Plazas concessions business permitting a potential spin-off. 3) Provide Host Marriot with the ability to reinvest 100% of the proceeds from the sale of limited service hotels for the acquisition of full service hotels. Matthew J. Hart, Chief Financial Officer of Host Marriot, said "This is a great deal for our company -- we advanced some key strategic objectives with this financing while substantially reducing our interest expense. We are very pleased with the delivery and execution."