FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): July 20, 2005

 

HOST MARRIOTT CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Maryland   001-14625   53-0085950

(State or Other Jurisdiction of

Incorporation)

  (Commission File Number)  

(IRS Employer Identification

No.)

 

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland

      20817
(Address of Principal Executive Offices)       (Zip Code)

 

Registrant’s telephone number, including area code: (240) 744-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.02. Results of Operations and Financial Condition.

 

On July 20, 2005, Host Marriott Corporation issued a press release announcing its financial results for the second quarter ended June 17, 2005. A copy of the press release is furnished as Exhibit 99.1 to this Report.

 

The information in this Report, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section with the exception of the items detailed in the paragraph below. Furthermore, the information in this Report, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings, except as provided in the paragraph below.

 

The items listed below and contained in Exhibit 99.1 to this Form 8-K are deemed to be of significance to investors and are intended to be “filed” rather than “furnished” for the purposes of Section 18 of the Securities Exchange Act of 1934. Further these, and only these items, shall be deemed as incorporated by reference into the filings of the registrant under the Securities Act of 1933. These items are:

 

•      Consolidated Balance Sheets

June 17, 2005 and December 31, 2004 - pg. 10

•      Consolidated Statements of Operations

Quarters Ended and Year-to-Date Ended June 17, 2005 and
June 18, 2004 - pg. 11

•      Earnings (Loss) per Common Share

Quarters Ended and Year-to-Date Ended June 17, 2005 and
June 18, 2004 - pg. 13

•      Other Financial and Operating Data - pgs. 18-19

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

See Item 2.02 above for information in the Exhibit deemed “Furnished or “Filed” as the case may be.

 

Exhibit No.

  

Description


99.1   

Host Marriott Corporation’s earnings release for the second quarter of 2005.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

HOST MARRIOTT CORPORATION

Date:  July 20, 2005

 

By:

  /S/    LARRY K. HARVEY        
   

Name:

  Larry K. Harvey
   

Title:

 

Senior Vice President and

Corporate Controller


EXHIBIT INDEX

 

Exhibit No.

  

Description


99.1    Host Marriott Corporation’s earnings release for the second quarter of 2005.