-----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, SfeACfAj+NWb4MPhHIp9GmPDZPxCBscdnTLO9/VgI25H16JBE63APiq0vOPLF1xK lCs3fiqcwsVz87HZFvD4vg== 0000928385-97-001010.txt : 19970611 0000928385-97-001010.hdr.sgml : 19970611 ACCESSION NUMBER: 0000928385-97-001010 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970609 EFFECTIVENESS DATE: 19970609 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOST MARRIOTT CORP/MD CENTRAL INDEX KEY: 0000314733 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 530085950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-66622 FILM NUMBER: 97621279 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 S-8 POS 1 FORM S-8 POS ================================================================================ As filed with the Securities and Exchange Commission on June 9, 1997 Registration No. 33-66622 ----------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- HOST MARRIOTT CORPORATION (Exact Name of registrant as specified in its charter) Delaware 53-0085950 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 10400 Fernwood Road Bethesda, Maryland 20817 (Address of principal executive offices) ----------------- Host Marriott Corporation 1997 Comprehensive Stock Incentive Plan (formerly, the 1993 Comprehensive Stock Incentive Plan) (Full Title of Plan) --------------- Anna Mary Coburn, Esquire Corporate Secretary and Associate General Counsel Host Marriott Corporation 10400 Fernwood Road Bethesda, Maryland 20817 (301) 380-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ================================================================================ EXPLANATORY STATEMENT --------------------- On March 17, 1997, the Board of Directors of Host Marriott Corporation (the "Corporation") approved, subject to shareholder ratification, the adoption of the Corporation's 1997 Comprehensive Stock Incentive Plan (the "1997 Plan"). The stockholders of the Corporation ratified the 1997 Plan on May 14, 1997, at the Corporation's annual meeting. The 1997 Plan is substantially similar to the Corporation's 1993 Comprehensive Stock Incentive Plan (the "1993 Plan"). A principal purpose of the Board in approving the 1997 Plan is to put the 1993 Plan into compliance with Section 162(m) of the Internal Revenue Code (the "Code"). Since the time that the Company's shareholders approved the 1993 Plan, provisions have been added to the Code that limit the tax deduction available to the Corporation for compensation expense with respect to certain executive officers of the Corporation. Under the 1997 Plan, stock awards may qualify, if so determined by the Compensation Policy Committee of the Board, as exempt compensation under Section 162(m), which would permit the maximum tax benefit to the Corporation. For additional information regarding the 1997 Plan and differences between the 1997 Plan and the 1993 Plan, see the Corporation's Proxy Statement filed with the Commission on April 3, 1997. Shares previously registered by the Corporation for use in connection with the 1993 Plan on Registration Statement No. 33-66622 on Form S-8 (the "Registration Statement") and not already issued or reserved for issuance upon exercise of stock option awards outstanding under the 1993 Plan will be used for awards granted under the 1997 Plan. Any outstanding awards granted under the 1993 Plan will continue to be governed by the 1993 Plan. To the extent that awards under the 1993 Plan may lapse, expire, terminate or be canceled, the underlying shares of the Corporation's Common Stock will be made available for awards under the 1997 Plan. The Corporation files this Post-Effective Amendment No. 1 to the Registration Statement to include the 1997 Plan which represents a material change to the information contained therein. Item 3. Incorporation of Documents by Reference --------------------------------------- The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference and made a part hereof: (a) The Registrant's Current Report on Form 10-Q filed with the Commission on May 5, 1997; (b) The Registrant's annual report on Form 10-K for the fiscal year ended January 3, 1997, filed with the Commission on March 26, 1997; (c) The Registrant's Current Report on Form 8-K filed with the Commission on March 18, 1997; (d) The Registrant's Current Report on Form 8-K filed with the Commission on March 7, 1997; (e) The Registrant's Current Report on Form 8-K filed with the Commission on February 3, 1997; (f) The Registrant's Current Report on Form 8-K filed with the Commission on January 16, 1997; (g) The Registrant's Current Report on Form 8-K filed with the Commission on January 14, 1997; and (h) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and any amendment or report filed for the purpose of updating such description. Item 8. Exhibits -------- Exhibit No. Description - ----------- ----------- (4) Copy of the Host Marriott Corporation 1997 Comprehensive Stock Incentive Plan (incorporated by reference to Appendix A to the Corporation's Proxy Statement filed with the Commission on April 3, 1997). (23) Consent of Arthur Anderson LLP (24) Powers of Attorney. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 33-66622 to be signed on behalf of the undersigned, thereunto duly authorized, in the County of Montgomery, State of Maryland on the 9th day of June, 1997. HOST MARRIOTT CORPORATION Date: June 9, 1997 By: /s/ Christopher G. Townsend --------------------------- Christopher G. Townsend Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement No. 33-66622 has been signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date ---------- ----- ---- /s/ Terence C. Golden President, Chief Executive June 9, 1997 - --------------------------------- Officer (Principal Exective Terence C. Golden* Officer) and Director /s/ Robert E. Parsons, Jr. Executive Vice President and June 9, 1997 - --------------------------------- Chief Financial Officer Robert E. Parsons, Jr.* (Principal Financial Officer) /s/ Donald D. Olinger Senior Vice President and June 9, 1997 - --------------------------------- Corporate Controller (Principal Donald D. Olinger* Accounting Officer) /s/ Richard E. Marriott Chairman of the Board June 9, 1997 - --------------------------------- of Directors Richard E. Marriott* /s/ R. Theodore Ammon Director June 9, 1997 - --------------------------------- R. Theodore Ammon* /s/ Robert M. Baylis Director June 9, 1997 - --------------------------------- Robert M. Baylis* /s/ Anne Dore McLaughlin Director June 9, 1997 - --------------------------------- Anne Dore McLaughlin*
/s/ J.W. Marriott, Jr. Director June 9, 1997 - --------------------------------- J.W. Marriott, Jr.* /s/ Harry L. Vincent, Jr. Director June 9, 1997 - --------------------------------- Harry L. Vincent* *By: /s/ Christopher G. Townsend June 9, 1997 --------------------------------- Christopher G. Townsend Attorney-in-Fact**
** By authority of powers of attorney filed with this Post-Effective Amendment No.1 to Registration Statement No. 33-66622. EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 4 Copy of the Host Marriott Corporation 1997 Comprehensive Stock Incentive Plan (incorporated by reference to Appendix A to the Corporation's Proxy Statement filed with the Commission on April 3, 1997). 23 Consent of Arthur Anderson LLP 24 Powers of Attorney.
EX-23 2 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 28, 1997 included in Host Marriott Corporation's Form 10-K for the fiscal year ended January 3, 1997 and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Washington, D.C. June 4, 1997 EX-24 3 POWERS OF ATTORNEY POWER OF ATTORNEY We, the undersigned Officers and Directors of Host Marriott Corporation (the "Corporation") hereby constitute and appoint Robert E. Parsons, Jr. and Christopher G. Townsend, and each of them, with power of substitution, our true and lawful attorneys with full power to sign for us, in our names and in the capacities indicated below, a registration statement on Form S-8, and all amendments thereto (including post-effective amendments), for the purpose of registering under the Securities Act of 1933 shares of authorized but unissued Common Stock of the Corporation which may be purchased or issued from time to time pursuant to the terms of the Host Marriott Corporation 1997 Comprehensive Stock Incentive Plan.
Signature Title Date --------- ----- ---- /s/ Richard E. Marriott - ---------------------------- Richard E. Marriott Chairman and Director March 21, 1997 /s/ J.W. Marriott, Jr. - ---------------------------- J.W. Marriott, Jr. Director March 21, 1997 /s/ Terence C. Golden - ---------------------------- Terence C. Golden President and Chief March 20, 1997 Executive Officer And Director /s/ R. Theodore Ammon - ---------------------------- R. Theodore Ammon Director March 21, 1997 /s/ Robert M. Baylis - ---------------------------- Robert M. Baylis Director March 20, 1997 /s/ Ann Dore McLaughlin - ---------------------------- Ann Dore McLaughlin Director March 21, 1997 /s/ Harry L. Vincent, Jr. - ------------------------------- Harry L. Vincent, Jr. Director March 20, 1997 /s/ Robert E. Parsons, Jr. - ------------------------------- Robert E. Parsons, Jr. Executive Vice President And Chief Financial Officer March 21, 1997 /s/ Donald D. Olinger - -------------------------------- Donald D. Olinger Senior Vice President and Corporate Controller March 20, 1997
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