SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5) (1)
Host Marriott Corporation
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
44107P104
-------------------------------------------------------------------------------
(CUSIP Number)
Thomas J. Saylak
Blackstone Real Estate Associates L.P.
345 Park Avenue, 31st Floor
New York, New York 10154
(212) 935-2626
With a copy to:
Gregory Ressa, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 2001
-------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
__________
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 44107P104 13D Page 2 of 5 Pages
AMENDMENT NO. 5
The Statement on Schedule 13D relating to the Common Stock, par
value $.01 per share (the "Common Stock") of Host Marriott Corporation, a
Maryland corporation (the "Issuer") initially filed on May 13, 1999, as
amended (the "Schedule 13D") by Blackstone Real Estate Partners II L.P. ("BRE
II"); Blackstone Real Estate Holdings II L.P. ("BREH II"); Blackstone Real
Estate Partners II T.E. 1 L.P. ("BRE II TE 1"); Blackstone Real Estate
Partners II T.E. 2 L.P. ("BRE II TE 2"); Blackstone Real Estate Partners II
T.E. 3 L.P. ("BRE II TE 3"); Blackstone Real Estate Partners II T.E. 4 L.P.
("BRE II TE 4"); Blackstone Real Estate Partners II T.E. 5 L.P. ("BRE II TE
5"); Blackstone Real Estate Partners I L.P. ("BRE I"); Blackstone Real Estate
Partners Two L.P. ("BRE Two"); Blackstone Real Estate Partners Three L.P.
("BRE Three"); Blackstone Real Estate Partners IV L.P. ("BRE IV"); Blackstone
RE Capital Partners L.P. ("BRECP"); Blackstone RE Capital Partners II L.P.
("BRECP II"); Blackstone RE Offshore Capital Partners L.P. ("BOC"); Blackstone
Real Estate Holdings L.P. ("BREH"); CR/RE L.L.C. ("CRRE"); BRE/Ceriale L.L.C.
("BRE/Ceriale"); RTZ Management Corp. ("RTZ"); BRE Logan Hotel Inc. ("Logan");
Blackstone Real Estate Associates L.P. ("BREA"); Blackstone Real Estate
Associates II L.P. ("BREA II"); Blackstone Real Estate Management Associates
II L.P. ("BREMA II"); BREA L.L.C. ("BREA LLC"); ("BREA II LLC"); Peter G.
Peterson ("Peterson"); Stephen A. Schwarzman ("Schwarzman"); John G. Schreiber
("Schreiber"); and John Ceriale ("Ceriale"), is hereby amended as set forth
herein. Responses to each item below may be incorporated by reference into
each other item, as applicable. Capitalized terms used herein but not defined
shall have the meanings set forth in the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
Pursuant to an agreement among the Issuer, Salomon Smith Barney Inc.
("Salomon"), Host Marriott, L.P. and BRE I, BRE Two, BRE Three, BRE IV, BRECP,
BRECP II, BOC, BREH, BRE II, BREH II, BRE II TE 1, BRE II TE 2, BRE II TE 3,
BRE II TE 4, BRE II TE 5, Logan, RTZ and BRE/Ceriale (collectively, the
"Selling Shareholders"), the Selling Shareholders have agreed to sell, in the
aggregate, 18,200,000 shares of Common Stock to Salomon for a price of $13.00
per share. The Common Stock to be sold by the Selling Shareholders will be
issued to them by the Issuer upon the redemption of 18,200,000 OP Units held
by them prior to the closing of the sale of Common Stock. The closing of the
sale of Common Stock is expected to take place on June 4, 2001. After the
closing of the sale of Common Stock, all Reporting Persons will hold, in the
aggregate, 2,815,735 OP Units, which are redeemable for cash or (at the
election of Issuer) shares of Common Stock (on a one-for-one basis).
CUSIP No. 44107P104 13D Page 3 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: June 1, 2001
BLACKSTONE REAL ESTATE PARTNERS I L.P.
BLACKSTONE REAL ESTATE PARTNERS TWO L.P.
BLACKSTONE REAL ESTATE PARTNERS THREE L.P.
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
BLACKSTONE RE CAPITAL PARTNERS L.P.
BLACKSTONE RE CAPITAL PARTNERS II L.P.
BLACKSTONE RE OFFSHORE CAPITAL PARTNERS L.P.
BLACKSTONE REAL ESTATE HOLDINGS L.P.
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.1 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.2 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.3 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.4 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.5 L.P.
CR/RE L.L.C.
BRE LOGAN HOTEL INC.
BRE/CERIALE L.L.C.
RTZ MANAGEMENT CORP.
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
BLACKSTONE REAL ESTATE MANAGEMENT
ASSOCIATES II L.P.
BREA L.L.C.
BREA II L.L.C.
PETER G. PETERSON
STEPHEN A. SCHWARZMAN
JOHN G. SCHREIBER
CUSIP No. 44107P104 13D Page 4 of 5 Pages
JOHN CERIALE
By: /s/ Thomas J. Saylak
_______________________
Name: Thomas J. Saylak
Title: Attorney-in-fact
CUSIP No. 44107P104 13D Page 5 of 5 Pages
INDEX OF EXHIBITS
Description
-----------
Exhibit 1 Joint Filing Agreement and Power of Attorney dated as of May 13,
1999, among the Reporting Persons relating to the filing of a joint
statement on Schedule 13D, incorporated by reference to Exhibit 1
to the Initial Statement.
Exhibit 2 Second Amended and Restated Agreement of Limited Partnership of the
Issuer, incorporated by reference to Exhibit 3.1 to the
Registration Statement of the Issuer on Form S-4/A, dated October
10, 1998.
Exhibit 3 Contribution Agreement dated as of April 16, 1998 by and among the
Issuer, the Operating Partnership, and the Contributors (as defined
therein), incorporated by reference to Exhibit 10.18 to the
Registration Statement of the Issuer on Form S-4/A dated October
10, 1998.
Exhibit 4 Amendment #1 to Contribution Agreement, dated May 8, 1998,
incorporated by reference to Exhibit 10.19 to the Registration
Statement of the Issuer on Form S-4/A dated October 10, 1998.
Exhibit 5 Amendment #2 to Contribution Agreement, dated May 18, 1998,
incorporated by reference to Exhibit 10.20 to the Registration
Statement of the Issuer on Form S-4/A dated October 10, 1998.
Exhibit 6 Underwriting Agreement, dated as of February 1, 2001, among the
Issuer, Salomon, Host Marriott, L.P. and the Selling Shareholders,
incorporated by reference to Exhibit 1.1 to the Current Report of
the Issuer on Form 8-K dated February 7, 2001.
Exhibit 7 Underwriting Agreement, dated as of May 2, 2001, among the Selling
Shareholders, Salomon, Host Marriott L.P. and the Issuer,
incorporated by reference to Exhibit 1.1 to the Current Report of
the Issuer on Form 8-K dated May 8, 2001.