SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/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 and 333-64793
(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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New York Stock Exchange
Chicago Stock Exchange
Pacific Exchange, Inc.
Common Stock, $.01 par value Philadelphia 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 Capital 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) and "Description of Host REIT Capital Stock" in the Proxy
Statement/Prospectus which forms a part of the Registrant's Registration
Statement on Form S-4 (File No. 333-64793) (collectively, the "Registration
Statements"), and which descriptions are incorporated herein by these
references, 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 of Common
Stock Certificate, each filed as an exhibit to such Registration Statements.
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 (File No. 333-55807))
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 3.4 of the Registration Statement (File
No. 333-64793))
3 Bylaws of HMC Merger Corporation (to be renamed Host
Marriott Corporation in connection with the REIT
Conversion) (incorporated by reference to exhibit 3.3
of the Registration Statement (File No. 333-64793))
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
(File No. 333-55807))
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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: December 24, 1998 By: /s/ Robert E. Parsons, Jr.
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Name: Robert E. Parsons, Jr.
Title: President
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