-----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, Bi3aF6Qffpa+CX3kvYNPaH3jhZaV/AzFLgiGVFCfIbPBl0ylbTumwOPAUPCoNxLM gXCDcHVFWSL+F1Y1FlfaFg== 0000950109-96-002197.txt : 19960417 0000950109-96-002197.hdr.sgml : 19960417 ACCESSION NUMBER: 0000950109-96-002197 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960416 EFFECTIVENESS DATE: 19960505 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02547 FILM NUMBER: 96547666 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 1 FORM S-8 As filed with the Securities and Exchange Commission on April 16, 1996 Registration No. 33- ----------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ================= 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 (I.R.S. Employer of incorporation or organization) Identification No.) 10400 Fernwood Road Washington, D.C. 20817 (Address of Principal Executive Offices) (Zip Code) HOST MARRIOTT CORPORATION NON-EMPLOYEE DIRECTORS' DEFERRED STOCK COMPENSATION PLAN (Full title of the plan) Christopher G. Townsend Corporate Secretary Host Marriott Corporation 10400 Fernwood Road Washington, D.C. 20058 (301) 380-9000 (Name, address, including zip code, and telephone number, including area code, of agent for service) - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Title of securities Amount Proposed Proposed Amount of to be registered to be maximum maximum registration fee registered offering aggregate price offering per price(1) share(1) - -------------------------------------------------------------------------------- Common Stock, par value $.01 per 100,000 $13.25 $1,325,000 $456.90 share. . . . . - --------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h), these prices are estimated solely for the purpose of calculating the registration fee and are based upon the average of the high and low sales prices of the Registrant's Common Stock on the New York Stock Exchange on April 12, 1996. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. There are also registered hereunder such additional indeterminate number of shares as may be issued as a result of the antidilution provisions of the Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing information specified by Part I of this Form S-8 Registration Statement (the "Registration Statement") have been or will be sent or given to participants in the plan listed on the cover of the Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference - ------ The following documents filed with the Commission are incorporated herein by reference: (1) The Annual Report on Form 10-K of Host Marriott Corporation, a Delaware corporation (the "Company"), for the fiscal year ended December 29, 1995. (2) Form S-1 Registration Statement filed March 26, 1996. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, prior to the filing of a post effective amendment that (1) indicates that all securities offered pursuant to this registration statement have been sold or (2) deregisters all Securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities - ------ Not applicable Item 5. Interests of Named Experts and Counsel - ------ Not applicable Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law (the "DGCL") provides for the indemnification of officers and directors under certain circumstances against expenses (including attorneys, fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred in connection with the defense or settlement of any threatened, pending or completed legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of the Company if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company, and, in respect to the criminal actions or proceedings, if he had no reasonable cause to believe that his conduct was unlawful. The Certificate and By-laws of the Company provide for indemnification of its officers and directors to the full extent authorized by law. The Company maintains officers' and directors' liability insurance which insures against liabilities that the officers and directors of the Company may incur in such capacities. Item 7. Exemption from Registration Claimed - ------ Not applicable 2 Item 8. Exhibits - ------ Exhibit Number Description - ------- ----------- 4.1 - Restated Certificate of Incorporation, incorporated by reference from the Form 8-K (filed October 23, 1993). 4.2 - Amended Marriott Corporation By-Laws, incorporated by reference from the Form 8-K (filed October 23, 1993). 4.3 - The Plan. 23.1 - Consent of Arthur Andersen LLP. 23.2 - Opinion of the Company's Law Department. 24 - The Power of Attorney by the Officers and Directors who signed this Registration Statement is set forth on page 5 herein. Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not -------- -------- apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 3 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on this 15th day of April, 1996. HOST MARRIOTT CORPORATION By /s/ Christopher G. Townsend ------------------------------------------- Christopher G. Townsend Senior Vice President, Corporate Secretary and Deputy General Counsel The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan's administrator has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on this 15th day of April, 1996. THE HOST MARRIOTT CORPORATION NON-EMPLOYEE DIRECTORS' DEFERRED STOCK COMPENSATION PLAN By /s/ Harry L. Vincent, Jr. -------------------------------------------- Member, Compensation Policy Committee of the Board of Directors of Host Marriott Corporation POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under the heading "Signatures" constitutes and appoints Christopher G. Townsend his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on this 15th day of April, 1996. 5 Signature Title --------- ----- * - ------------------------------------ Richard E. Marriott Chairman of the Board * - ------------------------------------ Terence C. Golden President and Chief Executive Officer (Principal Executive Officer) * - ------------------------------------ Robert E. Parsons, Jr. Chief Financial Officer and Executive Vice President (Principal Financial Officer) * - ------------------------------------- Donald D. Olinger Vice President and Corporate Controller (Principal Accounting Officer) * - -------------------------------------- J.W. Marriott, Jr. Director * - -------------------------------------- Ann Dore McLaughlin Director * - -------------------------------------- Harry L. Vincent, Jr. Director * - -------------------------------------- R. Theodore Ammon Director * By /s/ Christopher G. Townsend --------------------------------- Christopher G. Townsend Attorney-in-fact 6 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.1 - Restated Certificate of Incorporation, incorporated by reference from the Form 8-K filed October 23, 1993. 4.2 - Restated By-Laws, incorporated by reference from the Form 8-K filed October 23, 1993. 4.3 - The Plan. 23.1 Consent of Arthur Andersen LLP 23.2 Opinion of the Company's Law Department 24 The Power of Attorney executed by the officers and directors who signed this Registration Statement is set forth on page 5 herein. 7 EX-4.3 2 EXHIBIT 4.3: STOCK PLAN Exhibit 4.3 HOST MARRIOTT CORPORATION (HMC) NON-EMPLOYEE DIRECTORS' DEFERRED STOCK COMPENSATION PLAN TABLE OF CONTENTS -----------------
Page ---- ARTICLE I PURPOSE AND EFFECTIVE DATE.................................. 1 1.1 Purpose..................................................... 1 1.2 Effective Date.............................................. 1 ARTICLE II DEFINITIONS................................................. 2 2.1 Board....................................................... 2 2.2 Committee................................................... 2 2.3 Company..................................................... 2 2.4 Director.................................................... 2 2.5 Exchange Act................................................ 2 2.6 Fair Market Value........................................... 2 2.7 Fees........................................................ 2 2.8 Participant................................................. 2 2.9 Secretary................................................... 2 2.10 Shares...................................................... 2 2.11 Stock Units................................................. 2 2.12 Stock Unit Account.......................................... 2 2.13 Termination of Service...................................... 2 ARTICLE III SHARES AVAILABLE UNDER THE PLAN............................. 4 ARTICLE IV ADMINISTRATION.............................................. 5 ARTICLE V ELIGIBILITY................................................. 6 ARTICLE VI DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS................. 7 6.1 General Rule................................................ 7 6.2 Timing of Election.......................................... 7 6.3 Form of Election............................................ 7 6.4 Establishment of Stock Unit Account......................... 8 6.5 Credit of Dividend Equivalents.............................. 8 ARTICLE VII SETTLEMENT OF STOCK UNITS................................... 9 7.1 Settlement of Account....................................... 9 7.2 Payment Options............................................. 9 7.3 Continuation of Dividend Equivalents........................ 9 7.4 In Kind Dividends........................................... 9 ARTICLE VIII UNFUNDED STATUS............................................. 10 ARTICLE IX DESIGNATION OF BENEFICIARY.................................. 11 ARTICLE X ADJUSTMENT PROVISIONS....................................... 12 ARTICLE XI COMPLIANCE WITH RULE 16b-3.................................. 13
i
ARTICLE XII GENERAL PROVISIONS......................................... 14 12.1 No right to Continue as a Director......................... 14 12.2 No Shareholder Rights Conferred............................ 14 12.3 Change to the Plan......................................... 14 12.4 Consideration; Agreements.................................. 14 12.5 Compliance with Laws and Obligations....................... 14 12.6 Limitations on Transferability............................. 15 12.7 Governing Law.............................................. 15 12.8 Plan Termination........................................... 15
ii HOST MARRIOTT CORPORATION (HMC) NON-EMPLOYEE DIRECTORS' DEFERRED STOCK COMPENSATION PLAN -------------------------------- ARTICLE I PURPOSE AND EFFECTIVE DATE -------------------------- 1.1 Purpose ------- The Host Marriott Corporation Non-Employee Directors' Deferred Stock Compensation Plan (the "Plan") is intended to advance the interests of the Company and its shareholders by providing a means to attract and retain highly- qualified persons to serve as non-employee Directors and to promote ownership by non-employee Directors of a greater proprietary interest in the Company, thereby aligning such Directors' interests more closely with the interests of shareholders of the Company. 1.2 Effective Date -------------- This Plan shall become effective November 3, 1994, the date approved by the Board, subject to approval of the shareholders of the Company by the affirmative vote of a majority of Shares present, or represented, and entitled to vote on the subject matter, at the 1995 Annual Meeting of Shareholders of the Company at which a quorum is present. 1 ARTICLE II DEFINITIONS ----------- The following terms shall be defined as set forth below: 2.1 "Board" means the Board of Directors of the Company. ----- 2.2 "Committee" has the meaning set forth in Section 4.1. --------- 2.3 "Company" means Host Marriott Corporation, a Delaware corporation, or ------- any successor thereto. 2.4 "Director" means any individual who is a member of the Board. -------- 2.5 "Exchange Act" means the Securities Exchange Act of 1934, as amended. ------------ References to any provision of the Exchange Act include rules thereunder and successor provisions and rules thereto. 2.6 "Fair Market Value" means the average of the highest and lowest quoted ----------------- selling prices for the Shares on the relevant date, or (if there were no sales on such date) the average so computed on the nearest day before or the nearest day after the relevant date, as reported in The Wall Street Journal or a similar publication selected by the Committee. 2.7 "Fees" means all or part of any retainer and/or fees payable to a non- ---- employee Director in his or her capacity as a Director. 2.8 "Participant" means a non-employee Director who defers Fees under ----------- Article VI of this Plan. 2.9 "Secretary" means the Corporate Secretary or any Assistant Corporate --------- Secretary of Host Marriott Corporation. 2.10 "Shares" means shares of the common stock of Host Marriott ------ Corporation, par value $1.00 per share, or of any successor corporation or other legal entity adopting this Plan. 2.11 "Stock Units" means the credits to a Participant's Stock Unit ----------- Account under Article VI of this Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account. 2.12 "Stock Unit Account" means the bookkeeping account established by ------------------ the Company pursuant to Section 6.4. 2.13 "Termination of Service" means termination of service as a Director ---------------------- in any of the following circumstances: 2 (a) Where the Participant voluntarily resigns or retires; (b) Where the Participant is not re-elected (or elected in the case of an appointed Director) to the Board by the shareholders; or (c) Where the Participant dies. 3 ARTICLE III SHARES AVAILABLE UNDER THE PLAN ------------------------------- Subject to adjustment as provided in Article X, the maximum number of Shares that may be distributed in settlement of Stock Unit Accounts under this Plan shall not exceed 100,000. Such Shares may include authorized but unissued Shares or Treasury Shares. 4 ARTICLE IV ADMINISTRATION -------------- 4.1 This Plan shall be administered by the Board's Compensation Policy Committee (the "Committee"), or such other committee or individual as may be designated by the Board. Notwithstanding the foregoing, no Director who is a Participant under this Plan shall participate in any determination relating solely or primarily to his or her own Shares, Stock Units or Stock Unit Account. 4.2 It shall be the duty of the Committee to administer this Plan in accordance with its provisions and to make such recommendations of amendments or otherwise as it deems necessary or appropriate. 4.3 The Committee shall have the authority to make all determinations it deems necessary or advisable for administering this Plan, subject to the limitations in Section 4.1 and other explicit provisions of this Plan. 5 ARTICLE V ELIGIBILITY ----------- 5.1 Each Director who is not an employee of the Company shall be eligible to defer Fees under Article VI of this Plan. 5.2 If such Director subsequently becomes an employee of the Company (or any of its subsidiaries), but does not incur a Termination of Service, such Director shall (a) continue as a Participant with respect to Fees previously deferred and (b) cease eligibility, with respect to all future Fees, if any, earned while an employee. 6 ARTICLE VI DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS ------------------------------------------- 6.1 General Rule ------------ Each Director may, in lieu of receipt of Fees, defer such Fees in accordance with this Article VI, provided that such Director is eligible under Article V of this Plan to defer such Fees at the date any such Fees are otherwise payable. 6.2 Timing of Election ------------------ Each eligible Director who wishes to defer Fees under this Plan must make an irrevocable written election at least six (6) months prior to the start of the calendar year for which the Fees would otherwise be paid; provided, however, that with respect to (a) any elections made by Directors in 1995, and (b) any election made by a newly-elected or appointed Director, the following special rule shall apply. The election must be made at least 60 days prior to the date the deferred Fees could otherwise have been payable to the Director and the Company shall hold such deferred Fees (without interest) and convert them pursuant to Section 6.4 on or as of the date which follows by six months such deferral election. An election by a Director shall be deemed to be continuing and therefore applicable to Fees to be paid in future years unless the Director revokes or changes such election by filing a new election form by the due date for such form specified in this Section 6.2. 6.3 Form of Election ---------------- An election shall be made in a manner satisfactory to the Secretary. Generally, an election shall be made by completing and filing the specified election form with the Secretary of the Company within the period described in Section 6.2. At minimum, the form shall require the Director to specify the following: (a) a percentage (in 25% increments), not to exceed an aggregate of 100% of the Fees to be deferred under this Plan; and (b) the manner of settlement in accordance with Section 7.2. In the event Directors' Fees are increased or decreased during any calendar year, a Participant's election in effect for such year will apply to the specified percentage of Fees as increased or decreased. 7 6.4 Establishment of Stock Unit Account ----------------------------------- The Company will establish a Stock Unit Account for each Participant. All Fees deferred pursuant to this Article VI shall be credited to the Participant's Stock Unit Account as of the date the Fees would otherwise have been paid to the Participant (the "Deferral Date") and converted to Stock Units as follows: The number of Stock Units shall equal the deferred Fees divided by the Fair Market Value of a Share on the Deferral Date, with fractional units calculated to at least three (3) decimal places. 6.5 Credit of Dividend Equivalents ------------------------------ As of each dividend payment date with respect to Shares, each Participant shall have credited to his or her Stock Unit Account an additional number of Stock Units equal to: the per-share cash dividend payable with respect to a Share on such dividend payment date multiplied by the number of Stock Units held in the Stock Unit Account as of the close of business on the record date for such dividend divided by the Fair Market Value of a Share on such dividend payment date. If dividends are paid on Shares in a form other than cash, then such dividends shall be notionally converted to cash, if their value is readily determinable, and credited in a manner consistent with the foregoing and, if their value is not readily determinable, shall be credited "in kind" to the Participant's Stock Unit Account. 8 ARTICLE VII SETTLEMENT OF STOCK UNITS ------------------------- 7.1 Settlement of Account --------------------- The Company will settle a Participant's Stock Unit Account in the manner described in Section 7.2 as soon as administratively feasible following notification of such Participant's Termination of Service. 7.2 Payment Options --------------- An election filed under Article VI shall specify whether the Participant's Stock Unit Account is to be settled by delivering to the Participant (or his or her beneficiary) the number of Shares equal to the number of whole Stock Units then credited to the Participant's Stock Unit Account, in (a) a lump sum, or (b) substantially equal annual installments over a period not to exceed ten (10) years. If, upon lump sum distribution or final distribution of an installment, less than one whole Stock Unit is credited to a Participant's Stock Unit Account, cash will be paid in lieu of fractional shares on the date of such distribution. 7.3 Continuation of Dividend Equivalents ------------------------------------ If payment of Stock Units is deferred and paid in installments, the Participant's Stock Unit Account shall continue to be credited with dividend equivalents as provided in Section 6.5. 7.4 In Kind Dividends ----------------- If any "in kind" dividends were credited to the Participant's Stock Unit Account under Section 6.5, such dividends shall be payable to the Participant in full on the date of the first distribution of Shares under Section 7.2. 9 ARTICLE VIII UNFUNDED STATUS --------------- The interest of each Participant in any Fees deferred under this Plan (and any Stock Units or Stock Unit Account relating thereto) shall be that of a general creditor of the Company. Stock Unit Accounts, and Stock Units (and, if any, "in kind" dividends) credited thereto, shall at all times be maintained by the Company as bookkeeping entries evidencing unfunded and unsecured general obligations of the Company. 10 ARTICLE IX DESIGNATION OF BENEFICIARY -------------------------- Each Participant may designate, on a form provided by the Secretary, one or more beneficiaries to receive the Shares described in Section 7.2 in the event of such Participant's death. The Company may rely upon the beneficiary designation last filed with the Committee, provided that such form was executed by the Participant or his or her legal representative and filed with the Committee prior to the Participant's death. 11 ARTICLE X ADJUSTMENT PROVISIONS --------------------- In the event any recapitalization, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of shares or other securities of the Company, stock split or reverse split, or similar corporate transaction or event affects Shares such that an adjustment is determined by the Board or Committee to be appropriate to prevent dilution or enlargement of Participants' rights under this Plan, then the Board or Committee will, in a manner that is proportionate to the change to the Shares and is otherwise equitable, adjust the number or kind of Shares to be delivered upon settlement of Stock Unit Accounts under Article VII. 12 ARTICLE XI COMPLIANCE WITH RULE 16b-3 -------------------------- It is the intent of the Company that this Plan comply in all respects with applicable provisions of Rule 16b-3 under the Exchange Act in the connection with the deferral of Fees. Thus, other provisions of this Plan notwithstanding, if any deferral of Fees would occur less than six (6) months after the Participant filed an irrevocable election which would result in such deferral and at a time that the Company's employee benefit plans are being operated in conformity with Rule 16b-3 as adopted and in effect, such deferral election may be modified in a manner consistent with the special rule described in Section 6.2 or in any other manner consistent with Rule 16b-3 as then applicable to any transaction by a Participant subject to Section 16 of the Exchange Act, or would cause any Participant or Director to no longer be deemed a "disinterested person" within the meaning of Rule. 16b-3, such provision will be construed or deemed amended to the extent necessary to conform to such requirements with respect to such Participant or Director. 13 ARTICLE XII GENERAL PROVISIONS ------------------ 12.1 No right to Continue as a Director ---------------------------------- Nothing contained in this Plan will confer upon any Participant any right to continue to serve as a Director. 12.2 No Shareholder Rights Conferred ------------------------------- Nothing contained in this Plan will confer upon any Participant any rights of a shareholder of the Company unless and until Shares are in fact issued or transferred to such Participant in accordance with Article VII. 12.3 Change to the Plan ------------------ The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of shareholders or Participants, except that any such action will be subject to the approval of the Company's shareholders at the next annual meeting of shareholders having a record date after the date such action was taken if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or if the Board determines in its discretion to seek such shareholder approval; provided; however, that, without the consent of an affected Participant, no such action may materially impair the rights of such Participant with respect to any Stock Units credited to his or her Stock Unit Account; and provided, however, that any "plan provision" referred to in Rule 16b-3(c)(2)(ii)(B) under the Exchange Act shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code or the Exchange Act or the rules thereunder. 12.4 Consideration; Agreements ------------------------- The consideration for Shares issued or delivered in lieu of payment of Fees will be the Director's service during the period to which the Fees paid in the form of Shares related. 12.5 Compliance with Laws and Obligations ------------------------------------ The Company will not be obligated to issue or deliver Shares in connection with this Plan in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any other federal or state securities law, any requirement under any listing agreement between the Company and any national securities exchange or automated quotation system or any other laws, regulations, or contractual obligations of the 14 Company, until the Company is satisfied that such laws, regulations, and other obligations of the Company have been complied with in full. Certificates representing Shares delivered under the Plan will be subject to such stop- transfer orders and other restrictions as may be applicable under such laws, regulations, and other obligations of the Company, including any requirement that a legend or legends be placed thereon. 12.6 Limitations on Transferability ------------------------------ Stock Units and any other right under the Plan that may constitute a "derivative security" as generally defined in Rule 16a-l(c) under the Exchange Act will not be transferable by a Participant except by will or the laws of descent and distribution (or to a designated beneficiary in the event of a Participant's death); provided, however, that such rights may be transferred to one or more trusts or other beneficiaries during the lifetime of the Participant in connection with the Participant's estate planning, but only if and to the extent then permitted under Rule 16b-3 and consistent with the registration of the offer and sale of Shares on Form S-8 or successor registration form of the Securities and Exchange Commission. Stock Units and other rights under the Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to the claims of creditors. 12.7 Governing Law ------------- The validity, construction, and effect of the Plan and any agreement hereunder will be determined in accordance with the Delaware General Corporation Law, to the extent applicable, other laws (including those governing contracts) of the State of Maryland, without giving effect to principles of conflicts of laws, and applicable federal law. 12.8 Plan Termination ---------------- Unless earlier terminated by action of the Board or Executive Committee of the Board, the Plan will remain in effect until such time as no Shares remain available for delivery under the Plan and the Company has no further rights or obligations under the Plan. 15 EX-23.1 3 EXHIBIT 23.1: CONSENT OF ACCOUNTANTS Exhibit 23.1 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 26, 1996, included in both Host Marriott Corporation's Form S-1 registration statement (No. 333-00147) filed March 26, 1996 and in Host Marriott Corporation's Form 10-K for the year ended December 29, 1995 and to all references to our firm included in this registration statement. Arthur Andersen LLP Washington, D.C. April 15, 1996 EX-23.2 4 EXHIBIT 23.2: OPINION OF COMPANY'S GEN COUNSEL Exhibit 23.2 [HMC LAW DEPARTMENT LETTERHEAD APPEARS HERE] April 15, 1996 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Re: Host Marriott Corporation Non-Employee Directors Deferred Stock Compensation Plan: Registration on Form S-8 -------------------------------------- Ladies and Gentlemen: In connection with the Registration Statement on Form S-8 (the "Registration Statement") of Host Marriott Corporation, a Delaware corporation (the "Company"), to be filed on or about April 15, 1996, with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Act"), in connection with a proposed offering by the Company to certain of its non-employee directors of 100,000 shares of the Company's common stock, $1.00 par value per share (the "Shares") under the Host Marriott Corporation Non- Employee Directors' Deferred Stock Compensation Plan (the "Plan"), you have asked for my opinion as to the validity of the shares. In my capacity as Associate General Counsel for the Company, I am familiar with and have reviewed (1) the Company's Certificate of Incorporation and its by-laws, in each case as amended as of the date hereof, (2) the Registration Statement, including the exhibits thereto, (3) the materials maintained by the Company as Part I of the Registration Statement, (4) the Proxy Statement dated April 3, 1995, seeking Company shareholder approval of the Plan, and (5) resolutions of the board of directors of the Company approving the issuance of the Shares under the Plan. In addition, I have made such legal and factual examinations and inquiries, including an examination of originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate papers and instruments, as I have deemed appropriate to determine the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to authentic original documents of all documents submitted to us as copies. Securities and Exhcange Commission April 15, 1996 Page 2 Subject to the foregoing and the other matters set forth herein, it is my opinion that upon issuance the Shares will be duly and validly authorized and, when sold pursuant to the offering contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. I consent to your filing this opinion as an exhibit to the Registration Statement. By: /s/ Christopher G.Townsend -------------------------- Christopher G. Townsend Title: Senior Vice President, Corporate Secretary & Deputy General Counsel -----END PRIVACY-ENHANCED MESSAGE-----