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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Homegate Hospitality, Inc.
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(Name of Issuer
Common Stock, par value
$.01 per share 43740G 10 9
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(Title of class of securities) (CUSIP number)
Todd J. Mason
Alpine Associates, A Limited Partnership
100 Union Avenue, Cresskill, NJ 07626, (201) 871-0866
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(Name, address and telephone number of person authorized to
receive notices and communications)
September 4, 1997
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(Date of event which requires filing of this statement)
If the 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(b) (3) or (4), check the following box [ ].
Note: When filing this statement in paper format, six copies of this statement,
including exhibits, should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* 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 over 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 and Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of that
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
(Page 1 of 10 Pages)
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CUSIP No. 43740G 10 9 13D Page 2 of 10 Pages
1 NAME OF REPORTING PERSON: Alpine Associates, A Limited
Partnership
S.S. OR I.R.S. INDENTIFICATION NO.
OF ABOVE PERSON: #060944931
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS:
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER: 639,200
BENEFICALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 639,200
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 639,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.96%
14 TYPE OF REPORTING PERSON: PN, BD
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CUSIP No. 43740G 10 9 13D Page 3 of 10 Page
1 NAME OF REPORTING PERSON: Palisades Partners, L.P.
S.S. OR I.R.S. INDENTIFICATION NO.
OF ABOVE PERSON: #13-3456480
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS:
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER: 26,800
BENEFICALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 26,800
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 26,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.25%
14 TYPE OF REPORTING PERSON: PN
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1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.01 per share (the
"Stock"), of Homegate Hospitality, Inc. (the "Company"). The Company's
principal executive offices are located at 111 Congress Avenue, Suite 2600,
Austin, Texas 78701.
2. IDENTITY AND BACKGROUND
The persons filing this statement are Alpine Associates, A Limited
Partnership ("Associates"), a limited partnership organized under the laws of
the State of New Jersey and principally engaged in the business of acting as a
registered broker dealer and a member of the National Association of Securities
Dealers; and Palisades Partners, L.P. ("Partners"), a limited partnership
organized under the laws of the State of Delaware and principally engaged in the
business of trading in securities. (Associates and Partners together are
referred to as "Registrants".) The principal office of Associates is located at
100 Union Avenue, Cresskill, New Jersey 07626, and the principal office of
Partners is located at 85 South Broadway, Nyack, New York 10960. Eckert Corp.
is the sole general partner of Associates, and Victoria Eckert is the President
of Eckert Corp. and its sole director. Eckert Corp. is a Delaware corporation.
Its business address is 100 Union Avenue, Cresskill, New Jersey 07626. Its
principal business is acting as general partner of Associates. Ms. Eckert is a
citizen of the United States. Her business address is 100 Union Avenue,
Cresskill, New Jersey 07626. Her principal occupation is acting as the
President of Eckert Corp. Gordon A. Uehling, Jr. is the sole general partner of
Partners. Mr. Uehling is a citizen of the United States. His business address
is 85 South Broadway, Nyack, New York 10960. His principal occupation is acting
as general partner of Partners. Robert E. Zoellner, a citizen of the United
States whose business address is 100 Union Avenue, Cresskill, New Jersey 07626,
provides management services to Associates and Partners. Mr. Zoellner and Ms.
Eckert are married. Registrants may be deemed to be a "group" within the
meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended. During the last five years, none of the above named persons has been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors) or has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Page 4 of 10
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3. SOURCE AND AMOUNT OF FUNDS
A total of $6,991,216 has been used by Associates to purchase shares of the
Stock. The funds for such purchase have been obtained from Associates' working
capital, which may at any given time include funds borrowed in the ordinary
course of its business activities from margin accounts. It is expected that
additional purchases of Stock (if any) will be financed in the same manner.
A total of $295,873 has been used by Partners to purchase shares of the
Stock. The funds for such purchases have been obtained from Partners' capital.
It is expected that additional purchases of stock (if any) will be financed in
the same manner.
4. PURPOSE OF TRANSACTION
Registrants purchased the Stock for investment, in the ordinary course of
their businesses. In the future Registrants may, in the ordinary course of
their businesses, make additional purchases and/or sales of the Stock. Except
as set forth in the preceding sentence, Registrants have no plans or intentions
which relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
5. INTEREST IN SECURITIES OF THE ISSUER
(a) Associates owns 639,200 shares of the Stock. Partners owns 26,800
shares of the Stock. Registrants believe, based on the Agreement and Plan of
Merger dated as July 25, 1997, to which the Company is a party, that a total of
10,725,000 shares of the Stock are outstanding, so that the shares owned by
Associates represent approximately 5.96% of the total outstanding shares, and
the shares owned by Partners represent approximately 0.25% of the total
outstanding shares.
(b) Each Registrant has sole power to vote and dispose of the Stock held
by it.
(c) During the 60 day period ending on September 4, 1997, Associates
purchased a total of 639,200 shares of the Stock, at an aggregate cost of
$6,991,216; and Partners purchased a total of 26,800 shares of the Stock, at an
aggregate cost of $296,875. See Item 5 (c) attached hereto.
(d) Not applicable.
(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as set forth above, neither Associates, Partners nor any of the
other persons referred to in Item 2 above has entered into any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Company.
7. EXHIBITS
Exhibit 1 - Joint Filing Agreement
Page 5 of 10
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SCHEDULE 13-D
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After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
ALPINE ASSOCIATES,
A LIMITED PARTNERSHIP
By: Eckert Corp., General Partner
By: /S/VICTORIA ECKERT
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Victoria Eckert, President
DATED: September 11, 1997
Page 6 of 10
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SCHEDULE 13-D
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After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
PALISADES PARTNERS, L.P.
BY: /S/GORDON A. UEHLING, JR.
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Gordon A. Uehling, Jr.
DATED: September 11, 1997
Page 7 of 10
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SCHEDULE 13-D
ITEM 5 (C)
TRANSACTIONS BY ALPINE ASSOCIATES
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TRADE DATE NO. OF SHARES NO. OF SHARES PRICE PER
PURCHASED (1) SOLD (1) SHARE
07/25/97 20,000 $11.50
07/28/97 20,000 $10.3125
07/29/97 20,000 $10.3125
07/29/97 5,000 $10.3125
07/29/97 5,000 $10.5625
07/29/97 27,800 $10.4375
07/29/97 3,200 $10.50
07/29/97 5,000 $10.50
07/30/97 22,400 $10.9375
07/30/97 4,000 $10.75
07/31/97 10,300 $10.875
08/04/97 15,000 $10.50
08/04/97 2,000 $10.375
08/05/97 3,000 $10.50
08/05/97 5,000 $10.5625
08/06/97 10,000 $11.0625
08/07/97 6,000 $11.625
08/07/97 17,400 $11.625
08/08/97 27,500 $11.375
08/08/97 32,000 $11.4667
08/08/97 11,500 $11.2929
08/11/97 20,000 $11.00
08/11/97 3,700 $10.75
08/11/97 2,100 $10.75
08/11/97 21,600 $10.9375
08/12/97 26,800 $11.0349
08/12/97 4,000 $10.925
08/12/97 2,600 $10.875
08/13/97 13,900 $10.8125
Page 8 of 10
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TRADE DATE NO. OF SHARES NO. OF SHARES PRICE PER
PURCHASED (1) SOLD (1) SHARE
08/13/97 12,700 $10.875
08/13/97 6,000 $10.975
08/14/97 15,000 $10.875
08/14/97 68,600 $10.9137
08/15/97 3,000 $10.875
08/15/97 7,000 $10.75
08/15/97 3,200 $10.875
08/15/97 400 $10.75
08/18/97 10,000 $11.00
08/18/97 10,000 $11.00
08/18/97 6,500 $11.0312
09/04/97 40,000 $11.00
09/05/97 50,000 $11.00
09/05/97 20,000 $10.8125
09/05/97 10,000 $10.75
09/05/97 10,000 $10.8438
TRANSACTIONS BY PALISADES PARTNERS
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07/28/97 1,400 $10.3125
07/30/97 4,600 $10.9375
08/07/97 3,300 $11.625
08/12/97 6,000 $10.925
08/14/97 5,200 $10.9137
08/18/97 3,500 $11.03125
08/22/97 2,800 $11.375
(1) Transactions were effected in the open market, on the exchange where the
securities are traded, if any, and otherwise in transactions with
Broker-Dealers.
Page 9 of 10
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities and Exchange Act of
1934, as amended, the parties named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D with respect to the securities of
the company named below:
DATED: SEPTEMBER 11, 1997
COMPANY: HOMEGATE HOSPITALITY, INC.
SECURITIES: COMMON STOCK, PAR VALUE $.01 PER SHARE
PARTIES
ALPINE ASSOCIATES,
A Limited Partnership
By: Eckert Corp.
By: /S/VICTORIA ECKERT
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PALISADES PARTNERS, L.P.
By: /S/GORDON A. UEHLING, JR.
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Gordon A. Uehling, Jr.
Page 10 of 10
