-----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, SRMRiXVvukhOH2ZthC82ch/d0Ih55mw+pbz5Q9VeastWLuf3oHwonWKsbUwYTGEN ArtWnECbUwWihMlVlA16Lw== 0000928385-98-002378.txt : 19981123 0000928385-98-002378.hdr.sgml : 19981123 ACCESSION NUMBER: 0000928385-98-002378 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOST MARRIOTT CORP/MD CENTRAL INDEX KEY: 0000314733 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522995412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-05664 FILM NUMBER: 98756204 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 8-A12B/A 1 FORM 8-A/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HOST MARRIOTT CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 53-0085950 (State of Incorporation of Organization) (I.R.S. Employer Indemnification no.) 10400 FERNWOOD ROAD BETHESDA, MARYLAND 20817 (Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of If this form relates to the registration of a class of securities pursuant to Section 12(b) a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant of the Exchange Act and is effective pursuant to to General Instruction A.(c), please check General Instruction A.(d), please check the the following box. [x] following box. [ ]
Securities Act registration statement file number to which this form relates: __________________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Each to be so Registered Class is to be Registered ___________________ ___________________________________ Preferred Stock Purchase Rights Midwest Stock Exchange, Inc. New York Stock Exchange, Inc. Pacific Stock Exchange, Inc. Philadelphia Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) =============================================================================== ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Reference is made to the Rights Agreement, dated as of February 3, 1989, between Host Marriott Corporation (the "Company") and The Bank of New York (the "Rights Agent"), as amended by the Amendment No. 1 to Rights Agreement, dated as of October 8, 1993, between the Company and the Rights Agent (as so amended, the "Rights Agreement"). The Company and the Rights Agent entered into the Amendment No. 2 to Rights Agreement, dated as of November 3, 1998 (the "Rights Amendment"). The Rights Amendment modifies the Rights Agreement to delete the definition of and all references to the term "Specified Directors" throughout the Rights Agreement and to provide, among other things, that redemption of the Rights (as defined in the Rights Agreement) requires Board action by two-thirds of the members of the Board of Directors of the Company, rather than by a majority of the Specified Directors (as defined in the Rights Agreement). The Rights Agreement is attached hereto as an exhibit and incorporated herein by reference. The Rights Amendment is also attached hereto as an exhibit and incorporated herein by reference. The foregoing description of the Rights Agreement and the Rights Amendment is qualified by reference to such exhibits. ITEM 2. EXHIBITS. 4.1 Rights Agreement, dated as of February 3, 1989, between the Company and the Rights Agent, which includes as Exhibit B thereto the form of Right Certificate (incorporated by reference to Exhibit 1 of the Company's Form 8-A, dated February 10, 1989 (No. 001-05664)). 4.2 Amendment No. 2 to Rights Agreement, dated as of November 3, 1998, between the Company and the Rights Agent. 2 Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. HOST MARRIOTT CORPORATION By: /s/ Christopher G. Townsend ---------------------------------- Date: November 20, 1998 Name: Christopher G. Townsend Title: Senior Vice President, General Counsel and Corporate Secretary 3 EXHIBITS 4.1 Rights Agreement, dated as of February 3, 1989, between the Company and the Rights Agent, which includes as Exhibit B thereto the form of Right Certificate (incorporated by reference to Exhibit 1 of the Company's Form 8-A, dated February 10, 1989 (No. 001-05664)). 4.2 Amendment No. 2 to Rights Agreement, dated as of November 3, 1998, between the Company and the Rights Agent. 4 EX-4.2 2 EXHIBIT 4.2 - AMEND. NO. 2 TO RIGHTS AGREEMENT EXHIBIT 4.2 ----------- AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment") is entered --------- into as of November 3, 1998, between HOST MARRIOTT CORPORATION (the "Company"), ------- and THE BANK OF NEW YORK (the "Rights Agent"). ------------ WHEREAS, the Company and the Rights Agent are party to a Rights Agreement, dated as of February 3, 1989 (as amended by Amendment No. 1 to Rights Agreement, dated as of October 8, 1993, the "Rights Agreement"); ---------------- WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement on the terms and conditions hereinafter set forth; and WHEREAS, for purposes of this Amendment, capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Rights Agreement, as amended by this Amendment. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. Certain Definitions. Section 1 of the Rights Agreement is amended ------------------- by deleting the text of paragraph (ii) thereof and replacing it with the phrase "Intentionally Omitted.". 2. Redemption and Termination. Section 23 of the Rights Agreement is -------------------------- amended as follows: (A) by deleting in the first sentence of clause (a) thereof the phrase "The Specified Directors, pursuant to a resolution adopted by a majority of the Specified Directors," and replacing it with the phrase "The Board, pursuant to a resolution adopted by two-thirds of the members of the Board,"; (B) by deleting in each of the second and fourth sentences of clause (a) thereof the phrase "the majority of Specified Directors" and replacing it in each such sentence with the phrase "two-thirds of the members of the Board"; (C) by deleting in the fourth sentence of clause (a) thereof the phrase "with the concurrence of the Board" in its entirety; (D) by deleting in the first sentence of clause (b) thereof the phrase "the majority of Specified Directors" and replacing it with the phrase "two- thirds of the members of the Board"; and (E) by deleting in the second sentence of clause (b) thereof the phrase "by the majority of Specified Directors" and replacing it with the phrase "by a two-thirds vote of the Board". 3. Supplements and Amendments. Section 26 of the Rights Agreement is -------------------------- amended as follows: (A) by deleting in the first proviso to the second sentence thereof the phrase "a majority of the Specified Directors" and replacing it with the phrase "two-thirds of the Board"; and (B) by deleting in the third sentence thereof the phrase "if the Specified Directors so direct pursuant to a resolution adopted by a majority thereof" and replacing it with the phrase "if the Board so directs pursuant to a resolution adopted by two-thirds of the members of the Board". 4. Determinations and Actions by the Board of Directors, etc. --------------------------------------------------------- Section 28 of the Rights Agreement is amended as follows: (A) by deleting in the second sentence thereof the phrase "Except as set forth in Sections 23 and 26 with respect to certain powers of the Specified Directors,"; and (B) by deleting in the second sentence thereof the phrase "the Board shall have the exclusive power" and replacing it with the phrase "The Board (acting, in certain specified circumstances, with the concurrence of two-thirds of the members of the Board) shall have the exclusive power". 5. Exhibit B to the Rights Agreement. Exhibit B to the Rights --------------------------------- Agreement ("Form of Rights Certificate") is amended by deleting the phrase "the majority of Specified Directors" each of the two times it appears in the sixth paragraph following the capitalized legend on the first page of Exhibit B and replacing it in each such place with the phrase "two-thirds of the members of the Board"; 6. Exhibit C to the Rights Agreement. Exhibit C to the Rights --------------------------------- Agreement ("Summary of Rights to Purchase Preferred Stock") is amended as follows: (A) in the eleventh paragraph, (i) by deleting the phrase "the majority of Specified Directors" each of the two times it appears therein and replacing it in each such place with the phrase "two-thirds of the members of the Board", (ii) by deleting the phrase "with the concurrence of the Board of Directors" appearing therein, and (iii) by deleting the phrase "Specified Directors" appearing in the third sentence thereof and replacing it with the word "Board"; and 2 (B) in the thirteenth paragraph, by deleting the phrase "the majority of Specified Directors" appearing therein and replacing it with the phrase "two- thirds of the members of the Board". 7. Benefits. Nothing in the Rights Agreement, as amended by this -------- Amendment, shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock) any legal or equitable right, remedy or claim under the Rights Agreement, as amended by this Amendment; but the Rights Agreement, as amended by this Amendment, shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights certificates (and, prior to the Distribution Date, registered holders of Common Stock). 8. Descriptive Headings. Descriptive headings of the several -------------------- Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 9. Governing Law. This Amendment shall be deemed to be a contract ------------- made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State. 10. Other Terms Unchanged. The Rights Agreement, as amended by this --------------------- Amendment, shall remain and continue in full force and effect and is in all respects agreed to, ratified and confirmed hereby. Any reference to the Rights Agreement after the date first set forth above shall be deemed to be a reference to the Rights Agreement, as amended by this Amendment. 11. Counterparts. This Amendment may be executed in any number of ------------ counterparts. It shall not be necessary that the signature of or on behalf of each party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each party appears on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in any proof of this Amendment to produce or account for more than a number of counterparts containing the respective signatures of or on behalf of all of the parties. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written. Attest: HOST MARRIOTT CORPORATION By: /s/ Susan E. Wallace By: /s/ Christopher G. Townsend ------------------------------ ----------------------------------- Name: Susan E. Wallace Name: Christopher G. Townsend Title: Assistant Corporate Secretary Title: Senior Vice President, General Counsel and Corporate Secretary Attest: THE BANK OF NEW YORK By: /s/ Robert Dietz By: /s/ Ralph Chianese ------------------------------ ---------------------------------- Name: Robert Dietz Name: Ralph Chianese Title: Vice President Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----