<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
(Final Amendment)
UNITED INNS, INC.
(Name of Subject Company)
UNITED/HARVEY HOLDINGS, L.P.
(Bidder)
Common Stock, par value $1.00 per share 910688 10 0
(Title of Class of Securities) (CUSIP Number of Class of Securities)
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Robert A. Profusek, Esq. Mark E. Betzen, Esq.
Jones, Day, Reavis & Pogue Jones, Day, Reavis & Pogue
599 Lexington Avenue 2300 Trammell Crow Center
New York, New York 10022 2001 Ross Avenue
(212) 326-3800 Dallas, Texas 75201
(214) 220-3939
Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
Page 1 of 12 Pages
Exhibit Index on Page 10
<PAGE> 2
SCHEDULE 14D-1
CUSIP NO. 910688 10 0 PAGE 2 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United/Harvey Holdings, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO; BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or (f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,650,040 Common Shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.0%
10 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 14D-1
CUSIP NO. 910688 10 0 PAGE 3 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hampstead Genpar, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO; BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or (f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,650,040 Common Shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.0%
10 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 14D-1
CUSIP NO. 910688 10 0 PAGE 4 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HH Genpar Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO; BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or (f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,650,040 Common Shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.0%
10 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 14D-1
CUSIP NO. 910688 10 0 PAGE 5 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hampstead Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO; BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or (f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,650,040 Common Shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.0%
10 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 14D-1
CUSIP NO. 910688 10 0 PAGE 6 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAW Genpar, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO; BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or (f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,650,040 Common Shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.0%
10 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
SCHEDULE 14D-1
CUSIP NO. 910688 10 0 PAGE 7 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
InCap, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO; BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or (f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,650,040 Common Shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.0%
10 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
This Final Amendment supplements and amends the Schedule 14D-1 Tender
Offer Statement (the "Schedule 14D-1") relating to a tender offer by
United/Harvey Holdings, L.P., a Delaware limited partnership ("Purchaser"), to
purchase all of the outstanding shares of Common Stock, par value $1.00 per
share (the "Shares"), of United Inns, Inc., a Delaware corporation, at $25.00
per Share, net to the seller in cash, on the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase, dated November 21, 1994,
and in the related Letter of Transmittal (which together constitute the
"Offer").
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Schedule 14D-1 is hereby supplemented and amended by
adding the following:
On January 23, 1995, Purchaser issued a press release
announcing the completion and results of the Offer. A copy of the
press release is filed as Exhibit (a)(6) hereto, and the information
set forth therein is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby supplemented and amended by
adding the following exhibit:
(a)(6) Press release issued by Purchaser on January 23, 1995,
announcing the completion and results of the Offer.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 23, 1995.
UNITED/HARVEY HOLDINGS, L.P.
By: /s/ Troy B. Lewis
Troy B. Lewis*
HAMPSTEAD GENPAR, L.P.
By: /s/ Troy B. Lewis
Troy B. Lewis*
HH GENPAR PARTNERS
By: /s/ Troy B. Lewis
Troy B. Lewis*
HAMPSTEAD ASSOCIATES, INC.
By: /s/ Troy B. Lewis
Troy B. Lewis*
RAW GENPAR, INC.
By: /s/ Troy B. Lewis
Troy B. Lewis*
INCAP, INC.
By: /s/ Troy B. Lewis
Troy B. Lewis*
________________________
* Pursuant to a Power of Attorney previously filed with the Securities and
Exchange Commission at Exhibit (g)(1) to the Schedule 14D-1.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Page
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<S> <C> <C>
99.(a)(6) Press release issued by Purchaser on January 23, 1995, announcing the
completion and results of the Offer . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
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Contact: J. Peter Kline
(214) 980-4170
FOR IMMEDIATE RELEASE
UNITED/HARVEY HOLDINGS SUCCESSFULLY
COMPLETES TENDER OFFER FOR UNITED INNS
Dallas, Texas, January 23, 1995 -- United/Harvey Holdings, L.P., a
Dallas-based investment partnership, announced today the successful completion
of its tender offer for shares of United Inns, Inc. The tender offer, at
$25.00 per share for all United Inns shares, was made pursuant to a merger
agreement between United/Harvey Holdings and United Inns. The offer expired at
5:00 p.m., New York City time, on Friday, January 20, 1995.
American Stock Transfer & Trust Company, the depositary for the tender
offer, has advised United/Harvey Holdings that, based on a preliminary count,
2,650,040 shares of United Inns common stock, representing approximately 98.0%
of all outstanding United Inns common shares, were purchased by United/Harvey
pursuant to the offer. The depositary will commence delivery of payments to
tendering stockholders as soon as possible.
United/Harvey Holdings will acquire the remaining approximately 54,859
United Inns shares through a cash merger that is expected to be completed in a
few days. In the merger, the remaining United Inns common shares will be
converted into the right to receive $25.00 per share in cash, the same amount
paid in the tender offer.
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