-----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, WXDW872VV8wppqiMo8R7QBzoLLp67cGWQS2sayASypYSAh2WHCRO3VpabQKX9Gdr nImvtjXLkXaUaWDh/0MF0g== 0000928385-98-002491.txt : 19981211 0000928385-98-002491.hdr.sgml : 19981211 ACCESSION NUMBER: 0000928385-98-002491 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981210 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: 98767484 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 8A12B/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 a class of If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act and and is effective pursuant to General Instruction A.(c), is effective pursuant to General Instruction A.(d), please please check the following box. [x] check the 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 to be so Registered Each 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, and the Amendment No. 2 to Rights Agreement, dated as of November 3, 1998, between the Company and the Rights Agent (as so amended, the "Rights Agreement"). In connection with the proposed conversion of the Company into a real estate investment trust (the "REIT Conversion"), the Company has entered into an Agreement and Plan of Merger, dated as of November 23, 1998 (the "Merger Agreement"), with HMC Merger Corporation, a wholly owned subsidiary of the Company ("HMC"), and Host Marriott, L.P., also a wholly owned subsidiary of the Company ("Host LP"), which provides, among other things, for the merger of the Company with and into HMC (the "Merger"), with HMC continuing as the surviving corporation (the "Surviving Corporation"). In connection with the REIT Conversion, the Company and the Rights Agent entered into the Amendment No. 3 to Rights Agreement, dated as of November 23, 1998 (the "Rights Amendment"). The Rights Amendment modifies the Rights Agreement to provide that, notwithstanding anything in the Rights Agreement to the contrary, (i) neither HMC nor Host LP will be deemed a Beneficial Owner (as defined in the Rights Agreement) by virtue of the approval, execution or delivery of the Merger Agreement, or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, and (ii) none of the approval, execution or delivery of the Merger Agreement, or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, will cause (A) HMC or Host LP to be deemed an Acquiring Person (as defined in the Rights Agreement), (B) a Stock Acquisition Date (as defined in the Rights Agreement) to occur, (C) a Distribution Date (as defined in the Rights Agreement) to occur, or (D) a Triggering Event (as defined in the Rights Agreement) to occur. The Rights Amendment further provides that, upon the consummation of the Merger, each Right (as defined in the Rights Agreement) will be converted into a preferred stock purchase right of the Surviving Corporation issued pursuant to, and subject to the terms of, a rights agreement to be entered into between HMC and the Rights Agent (or another rights agent) prior to the effective time of the Merger. The Rights Agreement is attached hereto as an exhibit and incorporated herein by reference. The Rights Amendment also is 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 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-A/A, dated November 20, 1998 (No. 001-05664)). 4.3 Amendment No. 3 to Rights Agreement, dated as of November 23, 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: December 10, 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 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-A/A, dated November 20, 1998 (No. 001-05664)). 4.3 Amendment No. 3 to Rights Agreement, dated as of November 23, 1998, between the Company and the Rights Agent. EX-4.3 2 EXHIBIT 4.3 EXHIBIT 4.3 ----------- AMENDMENT NO. 3 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "Amendment") is entered --------- into as of November 23, 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 the Amendment No. 1 to Rights Agreement, dated as of October 8, 1993, and the Amendment No. 2 to Rights Agreement, dated as of November 3, 1998, 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 ------------------- as follows: (A) by adding the following sentence at the end of subsection 1(f) thereof: "Notwithstanding anything contained in this Section 1(f), neither HMC, Host LP nor any of their Affiliates or Associates shall be deemed to be the Beneficial Owner of, nor to beneficially own, any of the Common Stock solely by virtue of the approval, execution or delivery of the REIT Merger Agreement or the consummation of the REIT Merger or any of the other transactions contemplated by the REIT Merger Agreement." (B) by adding the following new subsections after the existing subsection 1(qq): "(rr) "HMC" shall mean HMC Merger Corporation, a Maryland corporation and wholly owned subsidiary of the Company. (ss) "Host LP" shall mean Host Marriott, L.P., a Delaware limited partnership and wholly owned subsidiary of the Company. (tt) "REIT Conversion" shall mean the proposed conversion of the Company into a real estate investment trust. (uu) "REIT Merger" shall mean the merger of the Company with and into HMC pursuant to the REIT Merger Agreement. (vv) "REIT Merger Agreement" shall mean the Agreement and Plan of Merger by and among the Company, HMC and Host LP, to be executed in connection with the REIT Conversion. (ww) "Surviving Corporation" shall mean HMC, as the surviving corporation of the REIT Merger. (xx) "HMC Rights Agreement" shall mean a Rights Agreement by and between HMC and the Rights Agent, or another rights agent, to be implemented prior to the REIT Conversion." 2. Conversion Upon REIT Merger; Merger with HMC. The Rights --------------------------------------------- Agreement is amended by inserting the following Sections 34 and 35 immediately after the existing Section 33 of the Rights Agreement: "Section 34. Conversion Upon REIT Merger" ---------------------------------------- In connection with the REIT Conversion, each Right shall be converted, as of the effective time of the REIT Merger, into one preferred stock purchase right of the Surviving Corporation, issued pursuant to, and subject to the terms and conditions of, the HMC Rights Agreement, the terms of which shall be in substantially the same form as shall have been reviewed by the Board of Directors of the Company prior to the execution of this Amendment, together with such changes, additions and/or deletions as the appropriate officers of the Surviving Corporation determine to be necessary and appropriate (such determination to be conclusively, but not exclusively, evidenced by the execution and delivery of the HMC Rights Agreement of the Surviving Corporation by such officer(s)). The Company shall cause HMC to enter into the HMC Rights Agreement prior to the consummation of the REIT Merger. Section 35. Merger with HMC. ---------------------------- Notwithstanding anything contained in this Agreement to the contrary, none of the approval, execution or delivery of the REIT Merger Agreement or the consummation of the REIT Merger or any of the other transactions contemplated by the REIT Merger Agreement shall cause (i) HMC, Host LP or any of their Affiliates or Associates to be deemed an Acquiring Person, (ii) a Stock Acquisition Date to occur, (iii) a Distribution Date to occur, or (iv) a Triggering Event to occur." 2 3. 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 the Common Stock). 4. 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. 5. 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. 6. 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. 7. 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/ Karol Mantz By: /s/ Ralph Chianese --------------------------- ---------------------------- Name: Karol Mantz Name: Ralph Chianese Title: Vice President Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----