SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Maryland 53-0085950
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
10400 Fernwood Road, Bethesda, Maryland 20817
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12 (b) of the pursuant to Section 12 (g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A. (c), please check the following A. (d), please check the following
box. [X] box. [_]
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Securities Act registration statement file number to which this form
relates: 333-55807
(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
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Common Stock, $.01 par value New York Stock Exchange
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Securities to be registered pursuant to Section 12 (g) of the Act:
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information required by Item 1 is set forth under the caption "Description of Common Stock" in the Prospectus/Consent Solicitation Statement which forms a part of the Registrant's Registration Statement on Form S-4 (File No. 333-55807) (the "Registration Statement"), which Prospectus/Consent Solicitation Statement was filed by the Registrant pursuant to Rule 424(b) on October 13, 1998, and which description is incorporated herein by this reference and qualified in its entirety by reference to the Registrant's (i) Articles of Incorporation, (ii) Form of Articles of Amendment and Restatement of Articles of Incorporation, (iii) Bylaws and (iv) Form Common Stock Certificate, each filed as an exhibit to such Registration Statement.
Item 2. Exhibits.
The following documents are being filed as exhibits to this registration statement.
Exhibit Number Description
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1 Articles of Incorporation of HMC Merger
Corporation (to be renamed Host Marriott
Corporation in connection with the REIT
Conversion), dated September 28, 1998
(incorporated by reference to exhibit 3.12
of the Registration Statement)
2 Form of Articles of Amendment and
Restatement of Articles of Incorporation
of HMC Merger Corporation (to be renamed
Host Marriott Corporation in connection
with the REIT Conversion) (incorporated by
reference to exhibit 3.13 of the
Registration Statement)
3 Bylaws of HMC Merger Corporation (to be
renamed Host Marriott Corporation in
connection with the REIT Conversion),
dated September 28, 1998 (incorporated by
reference to exhibit 3.14 of the
Registration Statement)
4 Form of Common Stock Certificate of HMC
Merger Corporation (to be renamed Host
Marriott Corporation in connection with
the REIT Conversion) (incorporated by
reference to exhibit 4.7 of the
Registration Statement)
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SIGNATURE
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.
HMC Merger Corporation
Date: November 18, 1998 By: /s/ Robert E. Parsons, Jr.
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Name: Robert E. Parsons, Jr.
Title: President
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