SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
CapStar Hotel Company
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
140918103
(CUSIP Number)
*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 ("Act") 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).
**The total number of shares reported herein is 2,514,804, which constitutes
approximately 19.7% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 12,754,321 shares
outstanding.
<PAGE>
1. Name of Reporting Person:
Acadia Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 1,426,102 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,426,102 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,426,102 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 11.2%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its sole general partner, Acadia FW Partners, L.P.
(2) Solely in its capacity as the sole stockholder of Cherwell Investors,
Inc. with respect to 53,068 shares of Stock.<PAGE>
1. Name of Reporting Person:
Acadia FW Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 1,426,102 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,426,102 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,426,102 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 11.2%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its managing general partner, Acadia MGP, Inc.
(2) Solely in its capacity as the sole general partner of Acadia Partners,
L.P.<PAGE>
1. Name of Reporting Person:
Acadia MGP, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 1,426,102 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,426,102 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,426,102 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 11.2%
12. Type of Reporting Person: CO
- --------------
(1) Power is exercised by its president and sole shareholder, J. Taylor
Crandall.
(2) Solely in its capacity as the managing general partner of Acadia FW
Partners, L.P.<PAGE>
1. Name of Reporting Person:
Cherwell Investors, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 53,068 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 53,068 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
53,068
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.4%
12. Type of Reporting Person: CO
- --------------
(1) Power is exercised by its sole stockholder, Acadia Partners,
L.P.<PAGE>
1. Name of Reporting Person:
FWHY Coinvestments VIII Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 406,702 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 406,702 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
406,702
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.2%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its sole general partner, Group 31, Inc.<PAGE>
1. Name of Reporting Person:
Group 31, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 406,702 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 406,702 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
406,702 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.2%
12. Type of Reporting Person: CO
- --------------
(1) Power is exercised by its president and sole shareholder, J. Taylor
Crandall.
(2) Solely in its capacity as the sole general partner of FWHY Coinvestments
VIII Partners, L.P.<PAGE>
1. Name of Reporting Person:
MC Investment Corporation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 39 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 39 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
39
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): < 0.1%
12. Type of Reporting Person: CO
- --------------
(1) Power is exercised by its sole stockholder, Penobscot Partners,
L.P.<PAGE>
1. Name of Reporting Person:
Penobscot Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 275,299 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 275,299 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
275,299 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.2%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its sole general partner, PTJ Merchant Banking
Partners, L.P.
(2) Solely in its capacity as the sole stockholder of MC Investment
Corporation with respect to 39 shares of Stock.<PAGE>
1. Name of Reporting Person:
PTJ Merchant Banking Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 275,299 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 275,299 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
275,299 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.2%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its managing general partner, PTJ, Inc.
(2) Solely in its capacity as the sole general partner of Penobscot
Partners, L.P.<PAGE>
1. Name of Reporting Person:
PTJ, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 275,299 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 275,299 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
275,299 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.2%
12. Type of Reporting Person: CO
- --------------
(1) Power is exercised by its president and sole stockholder, J. Taylor
Crandall.
(2) Solely in its capacity as the managing general partner of PTJ Merchant
Banking Partners, L.P.<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: USA
5. Sole Voting Power: 2,108,103 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 2,108,103 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,108,103 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 16.5%
12. Type of Reporting Person: IN
- --------------
(1) Solely in his capacity as (i) president and sole shareholder of Acadia
MGP, Inc. with respect to 1,426,102 shares of Stock, (ii) president and
sole shareholder of Group 31, Inc. with respect to 406,702 shares of
Stock, and (iii) president and sole stockholder of PTJ, Inc. with
respect to 275,299 shares of Stock.<PAGE>
1. Name of Reporting Person:
OHP EquiStar Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 381,986 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 381,986 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
381,986
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.0%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its sole general partner, Oak Hill Partners, Inc.
<PAGE>
1. Name of Reporting Person:
OHP EquiStar Partners II, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 24,715 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 24,715 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,715
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.2%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its sole general partner, Oak Hill Partners, Inc.
<PAGE>
1. Name of Reporting Person:
Oak Hill Partners, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 406,701 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 406,701 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
406,701 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.2%
12. Type of Reporting Person: CO
- --------------
(1) Solely in its capacity as (i) sole general partner of OHP EquiStar
Partners, L.P. with respect to 381,986 shares of Stock and (ii) sole
general partner of OHP EquiStar Partners II, L.P. with respect to 24,715
shares of Stock.
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is CapStar Hotel Company (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 1010
Wisconsin Avenue, N.W., Washington, D.C. 20007.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Schedule 13G Statement on
behalf of Acadia Partners, L.P., a Delaware limited partnership ("Acadia"),
Acadia FW Partners, L.P., a Delaware limited partnership ("Acadia FW"),
Acadia MGP, Inc., a Texas corporation ("Acadia MGP"), Cherwell Investors,
Inc., a Delaware corporation ("Cherwell"), FWHY Coinvestments VIII Partners,
L.P., a Texas limited partnership ("FWHY"), Group 31, Inc., a Texas
corporation ("Group"), MC Investment Corporation, a Delaware corporation
("MCI"), Penobscot Partners, L.P., a Delaware limited partnership
("Penobscot"), PTJ Merchant Banking Partners, L.P., a Delaware limited
partnership ("PTJ Merchant"), PTJ, Inc., a Delaware corporation ("PTJ"), J.
Taylor Crandall ("Crandall"), OHP EquiStar Partners, L.P., a Delaware limited
partnership ("OHP"), OHP EquiStar Partners II, L.P., a Delaware limited
partnership ("OHP II"), and Oak Hill Partners, Inc., a Delaware corporation
("Oak Hill"). Acadia, Acadia FW, Acadia MGP, Cherwell, FWHY, Group, MCI,
Penobscot, PTJ Merchant, PTJ, Crandall, OHP, OHP II and Oak Hill are
sometimes hereinafter referred to as the "Reporting Persons". The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Act,
although neither the fact of this filing nor anything contained herein shall
be deemed to be an admission by the Reporting Persons that a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of each of the
Reporting Persons is as follows:
PRINCIPAL BUSINESS OR
NAME RESIDENCE ADDRESS
Acadia 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Acadia FW 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Acadia MGP 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Cherwell 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
FWHY 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
Group 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
MCI 65 East 55th Street, 32nd Floor
New York, New York 10022
Penobscot 65 East 55th Street, 32nd Floor
New York, New York 10022
PTJ Merchant 65 East 55th Street, 32nd Floor
New York, New York 10022
PTJ 65 East 55th Street, 32nd Floor
New York, New York 10022
Crandall 3100 Texas Commerce Tower
201 Main Street
Fort Worth, Texas 76102
OHP 65 East 55th Street, 32nd Floor
New York, New York 10022
OHP II 65 East 55th Street, 32nd Floor
New York, New York 10022
Oak Hill 65 East 55th Street, 32nd Floor
New York, New York 10022
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G statement relates to the common stock, par value $.01
per share, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the Stock is 140918103.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b)
or Rule 13d-2(b).
Item 4. Ownership.
(a) - (b)
Acadia
Because of its position as the sole stockholder of Cherwell, and because
of its direct ownership of 1,373,034 shares of the Stock, Acadia may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,426,102 shares of the Stock, which constitutes approximately 11.2% of the
outstanding shares of the Stock.
Acadia FW
Because of its position as the sole general partner of Acadia, Acadia FW
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 1,426,102 shares of the Stock, which constitutes approximately 11.2% of
the outstanding shares of the Stock.
Acadia MGP
Because of its position as the managing general partner of Acadia FW,
Acadia MGP may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,426,102 shares of the Stock, which constitutes
approximately 11.2% of the outstanding shares of the Stock.
Cherwell
The aggregate number of shares of the Stock that Cherwell owns
beneficially, pursuant to Rule 13d-3 of the Act, is 53,068, which constitutes
approximately 0.4% of the outstanding shares of the Stock.
FWHY
The aggregate number of shares of the Stock that FWHY owns beneficially,
pursuant to Rule 13d-3 of the Act, is 406,702, which constitutes
approximately 3.2% of the outstanding shares of the Stock.
Group
Because of its position as the sole general partner of FWHY, Group may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
406,702 shares of the Stock, which constitutes approximately 3.2% of the
outstanding shares of the Stock.
MCI
The aggregate number of shares of the Stock that MCI owns beneficially,
pursuant to Rule 13d-3 of the Act, is 39, which constitutes less than 0.1% of
the outstanding shares of the Stock.
Penobscot
Because of its position as the sole stockholder of MCI, and because of
its direct ownership of 275,260 shares of the Stock, Penobscot may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 275,299
shares of the Stock, which constitutes approximately 2.2% of the outstanding
shares of the Stock.
PTJ Merchant
Because of its position as the sole general partner of Penobscot, PTJ
Merchant may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 275,299 shares of the Stock, which constitutes
approximately 2.2% of the outstanding shares of the Stock.
PTJ
Because of its position as the managing general partner of PTJ Merchant,
PTJ may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 275,299 shares of the Stock, which constitutes approximately 2.2% of
the outstanding shares of the Stock.
Crandall
Because of his position as the President of each of Acadia MGP, Group
and PTJ, Crandall may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of an aggregate of 2,108,103 shares of the Stock, which
constitutes approximately 16.5% of the outstanding shares of the Stock.
OHP
The aggregate number of shares of the Stock that OHP owns beneficially,
pursuant to Rule 13d-3 of the Act, is 381,986, which constitutes
approximately 3.0% of the outstanding shares of the Stock.
OHP II
The aggregate number of shares of the Stock that OHP II owns
beneficially, pursuant to Rule 13d-3 of the Act, is 24,715, which constitutes
approximately 0.2% of the outstanding shares of the Stock.
Oak Hill
Because of its position as the sole general partner of each of OHP and
OHP II, Oak Hill may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of an aggregate of 406,701 shares of the Stock, which
constitutes approximately 3.2% of the outstanding shares of the Stock.
(c)
Acadia
Acting through its sole general partner, and in its capacity as the sole
stockholder of Cherwell with respect to 53,068 shares of Stock, Acadia has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of an aggregate of 1,426,102 shares of the Stock.
Acadia FW
In its capacity as the sole general partner of Acadia, and acting
through its managing general partner, Acadia FW has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 1,426,102
shares of the Stock.
Acadia MGP
In its capacity as the managing general partner of Acadia FW, and acting
through its president and sole shareholder, Acadia MGP has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
1,426,102 shares of the Stock.
Cherwell
Acting through its sole stockholder, Cherwell has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 53,068
shares of the Stock.
FWHY
Acting through its sole general partner, FWHY has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 406,702
shares of the Stock.
Group
In its capacity as the sole general partner of FWHY, and acting through
its president and sole shareholder, Group has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 406,702 shares
of the Stock.
MCI
Acting through its sole stockholder, MCI has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 39 shares
of the Stock.
Penobscot
Acting through its sole general partner, and in its capacity as the sole
stockholder of MCI with respect to 39 shares of Stock, Penobscot has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 275,299 shares of the Stock.
PTJ Merchant
In its capacity as the sole general partner of Penobscot, and acting
through its managing general partner, PTJ Merchant has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 275,299
shares of the Stock.
PTJ
In its capacity as the managing general partner of PTJ Merchant, and
acting through its president and sole stockholder, PTJ has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
275,299 shares of the Stock.
Crandall
In his capacity as the president and sole shareholder of Acadia MGP,
Crandall has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 1,426,102 shares of the Stock. In his capacity
as the president and sole shareholder of Group, Crandall has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
406,702 shares of the Stock. In his capacity as the president and sole
stockholder of PTJ, Crandall has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 275,299 shares of the Stock.
OHP
Acting through its sole general partner, OHP has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 381,986
shares of the Stock.
OHP II
Acting through its sole general partner, OHP II has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
24,715 shares of the Stock.
Oak Hill
In its capacity as the sole general partner of OHP, Oak Hill has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 381,986 shares of the Stock. In its capacity as the sole
general partner of OHP II, Oak Hill has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 24,715 shares of the
Stock.
Item 5. Ownership of Five Percent or Less of a Class.
This filing on Schedule 13G is not for the purpose of reporting the fact
that the Reporting Persons have ceased to be the beneficial owners of more
than five percent (5%) of the outstanding shares of the Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of the Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
This Schedule 13G Statement is not being filed by a parent holding
company.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(f)(1)(iii). The
identity of each of the Reporting Persons is set forth in Item 2(a) hereof.
The agreement required by Rule 13d-1(f)(1)(iii) is attached hereto as Exhibit
99.1.
Item 9. Notice of Dissolution of Group.
It is inapplicable for the purposes herein to provide notice of
dissolution of a group.
Item 10. Certification.
This filing on Schedule 13G is not being made pursuant to Rule 13d-1(b).
<PAGE>
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.
DATED: February 14, 1997
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA FW PARTNERS, L.P.
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
FWHY COINVESTMENTS VIII PARTNERS, L.P.
By: GROUP 31, INC.,
General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
PENOBSCOT PARTNERS, L.P.
By: PTJ MERCHANT BANKING PARTNERS, L.P.,
General Partner
By: PTJ, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
PTJ MERCHANT BANKING PARTNERS, L.P.
By: PTJ, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
Individually, and as President of each of
Acadia MGP, Inc., Cherwell Investors, Inc.,
Group 31, Inc., MC Investment Corporation and
PTJ, Inc.
OHP EQUISTAR PARTNERS, L.P.
By: OAK HILL PARTNERS, INC.,
General Partner
By: /s/ John R. Monsky
John R. Monsky,
Vice President
OHP EQUISTAR PARTNERS II, L.P.
By: OAK HILL PARTNERS, INC.,
General Partner
By: /s/ John R. Monsky
John R. Monsky,
Vice President
OAK HILL PARTNERS, INC.,
By: /s/ John R. Monsky
John R. Monsky,
Vice President
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
ACADIA PARTNERS, L.P.
By: ACADIA FW PARTNERS, L.P.,
General Partner
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
ACADIA FW PARTNERS, L.P.
By: ACADIA MGP, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
FWHY COINVESTMENTS VIII PARTNERS, L.P.
By: GROUP 31, INC.,
General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
PENOBSCOT PARTNERS, L.P.
By: PTJ MERCHANT BANKING PARTNERS, L.P.,
General Partner
By: PTJ, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
PTJ MERCHANT BANKING PARTNERS, L.P.
By: PTJ, INC.,
Managing General Partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
Individually, and as President of each of
Acadia MGP, Inc., Cherwell Investors, Inc.,
Group 31, Inc., MC Investment Corporation and
PTJ, Inc.
OHP EQUISTAR PARTNERS, L.P.
By: OAK HILL PARTNERS, INC.,
General Partner
By: /s/ John R. Monsky
John R. Monsky,
Vice President
OHP EQUISTAR PARTNERS II, L.P.
By: OAK HILL PARTNERS, INC.,
General Partner
By: /s/ John R. Monsky
John R. Monsky,
Vice President
OAK HILL PARTNERS, INC.,
By: /s/ John R. Monsky
John R. Monsky,
Vice President
