-----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, C+1Fnbo6Pb1OAXXDsRdY2dg8cD1beYwvDBSLmrcykbOSVwnxZZeeLoGXqS6maI6d jI9bUE80YTh2pk41Y8ZUog== 0000928385-98-000035.txt : 19980109 0000928385-98-000035.hdr.sgml : 19980109 ACCESSION NUMBER: 0000928385-98-000035 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980108 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOST MARRIOTT CORP/MD CENTRAL INDEX KEY: 0000314733 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 530085950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-19923 FILM NUMBER: 98502592 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013809000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: HOST MARRIOTT CORP DATE OF NAME CHANGE: 19931108 FORMER COMPANY: FORMER CONFORMED NAME: MARRIOTT CORP DATE OF NAME CHANGE: 19920703 424B3 1 PROSPECTUS SUPPLEMENT PURSUANT TO RULE NO. 424(b)(3) REGISTRATION NO. 333-19923 PROSPECTUS SUPPLEMENT NO. 7 (TO THE PROSPECTUS DATED MAY 30, 1997) 11,000,000 PREFERRED SECURITIES HOST MARRIOTT FINANCIAL TRUST 6-3/4% CONVERTIBLE QUARTERLY INCOME PREFERRED SECURITIES (CONVERTIBLE QUIPSSM* SECURITIES) (LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY) FULLY AND UNCONDITIONALLY GUARANTEED BY, AND CONVERTIBLE INTO COMMON STOCK OF, HOST MARRIOTT CORPORATION --------------- This Prospectus Supplement No. 7 supplements and amends the Prospectus dated May 30, 1997, as supplemented by the Prospectus Supplement dated July 18, 1997, the Prospectus Supplement No. 2 dated August 1, 1997, the Prospectus Supplement No. 3 dated August 21, 1997, the Prospectus Supplement No. 4 dated September 12, 1997, the Prospectus Supplement No. 5 dated October 21, 1997 and the Prospectus Supplement No. 6 dated December 3, 1997 (the "Prospectus") relating to (i) the 6-3/4% Convertible Quarterly Income Preferred Securities (the "Preferred Securities"), which represent preferred undivided beneficial ownership interests in the assets of Host Marriott Financial Trust, a statutory business trust formed under the laws of the State of Delaware and (ii) the shares of common stock of Host Marriott Corporation, a Delaware corporation (the "Company"), par value $1 per share (the "Company Common Stock"), issuable upon conversion of the Preferred Securities. The table on pages 73 through 76 of the Prospectus, which sets forth information with respect to the Selling Holders (as defined in the Prospectus) and the respective amounts of Preferred Securities beneficially owned by each Selling Holder that may be offered pursuant to the Prospectus (as supplemented and amended) (the "Selling Holder Table"), is hereby amended so that the following line item reads as follows:
Any other Holder of Convertible Preferred Securities or Future Transferee from any such Holder........................................... 1,157,060 3,109,714 Additionally, the following new line items are added to the Selling Holder Table: Natwest Markets............................................ 33,500 90,034 Canadian Imperial Holdings, Inc. .......................... 15,000 40,314 Orrington Investments Limited Partnership.................. 12,200 32,788 Orrington International Fund Ltd. ......................... 13,700 36,820 Lazard Freres & Co. LLC ................................... 44,700 120,135 MFS Series Trust I--MFS Convertible Securities Fund ....... 100 268 MFS Series Trust V--MFS Total Return Fund ................. 223,680 601,162 MFS/SunLife Series Trust--Total Return Series ............. 66,700 179,262 MFS Variable Insurance Trust--MFS Total Return Series ..... 2,400 6,450
The Prospectus, together with this Prospectus Supplement No. 7, constitutes the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the Preferred Securities and the Company Common Stock issuable upon conversion of the Preferred Securities. All references in the Prospectus to "this Prospectus" are hereby amended to read "this Prospectus (as supplemented and amended)". --------------- PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS. --------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------- *QUIPS is a servicemark of Goldman, Sachs & Co. --------------- The date of this Prospectus Supplement is January 8, 1998
-----END PRIVACY-ENHANCED MESSAGE-----