UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 *
Crestline Capital Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
226153104
(CUSIP Number)
December 30, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule prusuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
SEC 1745 (2-95)
Page 1 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Holdings 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
NUMBER OF
SHARES 418,308
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
418,308
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,308
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 2 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Holdings 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
NUMBER OF
SHARES 117,580
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
117,580
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,580
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 3 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Partners II T.E. 1 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
NUMBER OF
SHARES 351,988
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
351,988
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
351,988
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 4 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Partners II T.E. 2 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
NUMBER OF
SHARES 15,218
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
15,218
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,218
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 5 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Partners II T.E. 3 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
NUMBER OF
SHARES 72,367
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
72,367
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,367
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 6 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Partners II T.E. 4 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
NUMBER OF
SHARES 14,722
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
14,722
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,722
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 7 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Partners II T.E. 5 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
NUMBER OF
SHARES 30,966
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
30,966
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 8 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Partners I 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
NUMBER OF
SHARES 137,132
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
137,132
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,132
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 9 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Partners Two 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
NUMBER OF
SHARES 8,992
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 8,187
PERSON
WITH 7 SOLE DISPOSITIVE POWER
8,992
8 SHARED DISPOSITIVE POWER
8,187
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,179
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 10 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Partners Three 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
NUMBER OF
SHARES 87,229
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 8,187
PERSON
WITH 7 SOLE DISPOSITIVE POWER
87,229
8 SHARED DISPOSITIVE POWER
8,187
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,416
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 11 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Partners IV 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
NUMBER OF
SHARES 2,743
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 8,187
PERSON
WITH 7 SOLE DISPOSITIVE POWER
2,743
8 SHARED DISPOSITIVE POWER
8,187
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,930
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
less than 0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 12 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone RE Capital 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
NUMBER OF
SHARES 14,300
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 8,187
PERSON
WITH 7 SOLE DISPOSITIVE POWER
14,300
8 SHARED DISPOSITIVE POWER
8,187
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,487
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 13 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone RE Capital 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
NUMBER OF
SHARES 1,570
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 8,187
PERSON
WITH 7 SOLE DISPOSITIVE POWER
1,570
8 SHARED DISPOSITIVE POWER
8,187
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,757
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
less than 0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 14 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone RE Offshore Capital 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
NUMBER OF
SHARES 2,760
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 8,187
PERSON
WITH 7 SOLE DISPOSITIVE POWER
2,760
8 SHARED DISPOSITIVE POWER
8,187
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,947
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
less than 0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 15 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Holdings 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
NUMBER OF
SHARES 75,374
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 8,187
PERSON
WITH 7 SOLE DISPOSITIVE POWER
75,374
8 SHARED DISPOSITIVE POWER
8,187
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,561
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 16 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CR/RE L.L.C.
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
NUMBER OF
SHARES 1,949
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
1,949
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,949
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
less than 0.1%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 17 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRE Logan Hotel 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
NUMBER OF
SHARES 851
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
851
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
851
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
less than 0.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 18 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRE/Cambridge L.L.C.
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
NUMBER OF
SHARES 8,187
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
8,187
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,187
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
less than 0.1%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 19 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Associates 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
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 271,100
PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
271,100
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
271,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 20 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Associates 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
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 903,569
PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
903,569
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
903,569
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 21 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Real Estate Management Associates 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
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 1,021,149
PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,021,149
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,021,149
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 22 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BREA L.L.C.
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
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 346,474
PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
346,474
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346,474
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 23 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BREA II L.L.C.
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
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 1,021,149
PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,021,149
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,021,149
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 24 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter G. Peterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 1,368,474
PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,368,474
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,474
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 25 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen A. Schwarzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 1,368,474
PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,368,474
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,474
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 26 of 38 pages
<PAGE>
<PAGE>
CUSIP No. 226153104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John G. Schreiber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,174,669
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,174,669
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
N.A.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 27 of 38 pages
<PAGE>
<PAGE>
Item 1(a). Name of Issuer:
Crestline Capital Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
10400 Fernwood Road, Bethesda, Maryland 20817
Item 2(a). Name of Persons Filing:
This Schedule 13G is being filed by: Blackstone Real Estate
Partners II L.P., a Delaware limited partnership ("BRE II"); Blackstone Real
Estate Holdings II L.P., a Delaware limited partnership ("BREH II");
Blackstone Real Estate Partners II T.E. 1 L.P., a Delaware limited
partnership ("BRE II TE 1"); Blackstone Real Estate Partners II T.E. 2 L.P.,
a Delaware limited partnership ("BRE II TE 2"); Blackstone Real Estate
Partners II T.E. 3 L.P., a Delaware limited partnership ("BRE II TE 3");
Blackstone Real Estate Partners II T.E. 4 L.P., a Delaware limited
partnership ("BRE II TE 4"); Blackstone Real Estate Partners II T.E. 5 L.P.,
a Delaware limited partnership ("BRE II TE 5"); Blackstone Real Estate
Partners I L.P., a Delaware limited partnership ("BRE I"); Blackstone Real
Estate Partners Two L.P., a Delaware limited partnership ("BRE Two");
Blackstone Real Estate Partners Three L.P., a Delaware limited partnership
("BRE Three"); Blackstone Real Estate Partners IV L.P., a Delaware limited
partnership ("BRE IV"); Blackstone RE Capital Partners L.P., a Delaware
limited partnership ("BRECP"); Blackstone RE Capital Partners II L.P., a
Delaware limited partnership ("BRECP II"); Blackstone RE Offshore Capital
Partners L.P., a Delaware limited partnership ("BOC"); Blackstone Real Estate
Holdings L.P., a Delaware limited partnership ("BREH"); CR/RE L.L.C., a
Delaware limited liability company ("CRRE"); BRE Logan Hotel Inc., a
Delaware corporation ("Logan"); BRE/Cambridge L.L.C., a Delaware limited
liability company ("Cambridge"); the general partner of BRE I, BRE Two, BRE
Three, BRE IV, BRECP, BRECP II, and BOC, Blackstone Real Estate Associates
L.P., a Delaware Limited partnership ("BREA"); the general partner of BRE II,
BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, and BRE II TE 5,
Blackstone Real Estate Associates II L.P., a Delaware Limited partnership
("BREA II"); the general partner of BREH II and BREA II, Blackstone Real
Estate Management Associates II L.P., a Delaware limited partnership ("BREMA
II"); the general partner of BREH and BREA, BREA L.L.C., a Delaware limited
liability company ("BREA LLC"); the general partner of BREMA II, BREA II
L.L.C., a Delaware limited liability company ("BREA II LLC"); Peter G.
Peterson ("Peterson") and Stephen A. Schwarzman ("Schwarzman"), who are the
founding members of BREA LLC and BREA II LLC; and John G. Schreiber
("Schreiber"), a limited partner in BREA and BREA II.
SEC 1745 (2-95)
Page 28 of 38 pages
<PAGE>
<PAGE>
Item 2(b): Address of Principal Business Office or, if none, Residence
The principal business and office address of each of BRE II,
BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5, BREH II, BRE
I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC, BREH, CRRE, Logan,
Cambridge, BREA, BREMA, BREA II, BREA LLC and BREA II LLC is 345 Park Avenue,
31st Floor, New York, New York 10154. The principal business address of
Schreiber is Schreiber Investments, 1115 East Illinois Road, Lake Forest,
Illinois 60045. The principal business address of each of Peterson and
Schwarzman is 345 Park Avenue, 31st Floor, New York, New York 10154.
Item 2(c): Citizenship
The place of organization of each of BRE II, BRE II TE 1,
BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5, BREH II, BRE I, BRE Two,
BRE Three, BRE IV, BRECP, BRECP II, BOC, BREH, CRRE, Logan, Cambridge, BREA,
BREMA, BREA II, BREA LLC and BREA II LLC is the State of Delaware. The
citizenship of each of Peterson, Schwarzman and Schreiber is the United
States.
Item 2(d): Title and Class of Securities
Common Stock
Item 2(e): CUSIP Number:
226153104
Iten 3: If this Statement is filed pursuant to Rule 13d-1(c), check
this box: /X/
Item 4: Ownership
(a) Amount Beneficially Owned:
As of the date of this filing, BRE II, BRE II TE 1, BRE II
TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5 and BREH II may be deemed to
beneficially own 418,308, 351,988, 15,218, 72,367, 14,722, 30,966 and 117,580
shares of Common Stock, respectively. As of the date of this filing, BRE I,
BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC and BREH may be deemed to
beneficially own 137,132, 8,992, 87,229, 2,743, 14,300, 1,570, 2,760 and
75,374 shares of Common Stock, respectively. As of the date of this filing,
CRRE, Logan and Cambridge may be deemed to beneficially own 1,949, 851, and
8,187 shares of Common Stock, respectively. In addition, by reason of their
status as members of Cambridge, BRE I, BRE Two, BRE Three, BRE IV, BRECP,
BRECP II, BOC and BREH may be deemed to beneficially own 8,187 shares of
Common Stock beneficially owned by Cambridge. Such shares of Common Stock
represent, in the aggregate, 1,370,423 shares of Common Stock of the Issuer.
SEC 1745 (2-95)
Page 29 of 38 pages
<PAGE>
<PAGE>
By reason of its status as the general partner of BRE I, BRE
Two, BRE Three, BRE IV, BRECP, BRECP II and BOC, BREA has the power to vote
or direct the vote and to dispose or direct the disposition of the shares of
Common Stock owned by such entities (in each case to the extent that BRE I,
BRE Two, BRE Three, BRE IV, BRECP, BRECP II and BOC have such power) and,
accordingly, may be deemed to beneficially own 271,100 shares of Common
Stock.
By reason of its status as the general partner of BRE II,
BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5, BREA II has
the power to vote or direct the vote and to dispose or direct the disposition
of the shares of Common Stock owned by such entities (in each case to the
extent that BRE II, BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE
II TE 5, have such power) and, accordingly, may be deemed to beneficially own
903,569 shares of Common Stock.
By reason of the requirement that any disposition of an
investment (directly or indirectly) by entities to which BREA and BREA II
serves as general partner requires the approval of Schreiber, Schreiber has
shared power to dispose or direct the disposition of the Common Stock that
may be deemed to be beneficially owned by BREA and BREA II (in each case to
the extent that BREA and BREA II has such power) and, accordingly, may be
deemed to beneficially own the 1,174,669 shares of Common Stock which may be
deemed to be beneficially owned by BREA and BREA II.
By reason of its status as the general partner of BREA II
and BREH II, BREMA II has the power to vote or direct the vote and to dispose
or direct the disposition of the Common Stock that may be deemed to be
beneficially owned by BREA II and BREH II (in each case to the extent that
the BREA II and BREH II have such power) and, accordingly, may be deemed to
beneficially own 1,021,149 shares of Common Stock.
By reason of its status as the general partner of BREA and
BREH, BREA LLC has the power to vote or direct the vote and to dispose or
direct the disposition of the Common Stock that may be deemed to be
beneficially owned by BREA and BREH (in each case to the extent that the BREA
and BREH have such power) and, accordingly, may be deemed to beneficially own
346,474 shares of Common Stock.
SEC 1745 (2-95)
Page 30 of 38 pages
<PAGE>
<PAGE>
By reason of its status as the general partner of BREMA II,
BREA II LLC has the power to vote or direct the vote and to dispose or direct
the disposition of the Common Stock that may be deemed to be beneficially
owned by BREA II and BREH II (in each case to the extent that the BREA II and
BREH II have such power) and, accordingly, may be deemed to beneficially own
1,021,149 shares of Common Stock.
By reason of their ability to control BREA LLC, BREA II LLC
and Logan, Peterson and Schwarzman have shared power to vote or to direct the
vote and to dispose or direct the disposition of the shares of Common Stock
that may be deemed to be beneficially owned by BREA LLC, BREA II LLC and
Logan (in each case to the extent that BREA LLC, BREA II LLC and Logan have
such power) and, accordingly, may be deemed to beneficially own 1,368,474
shares of Common Stock.
(b) Percent of Class :
Such shares of Common Stock represent, in the aggregate,
1,370,423 shares of Common Stock, or approximately 6.2% of the total number
of shares of Common Stock outstanding.
(c) Number of shares as to which each person has:
(i) Sole voting power: See respective cover pages, Item 5
(ii) Shared voting power: See respective cover pages, Item 6
(iii) Sole disposition power: See respective cover pages, Item 7
(iv) Shared disposition power: See respective cover pages, Item 8
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended
(the "Act), the Reporting Persons declare that the filing of this statement
shall not be construed as an admission that any such Reporting Person is, for
the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of
any securities covered by this statement.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf
of Another Person
Not applicable.
SEC 1745 (2-95)
Page 31 of 38 pages
<PAGE>
<PAGE>
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of a Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SEC 1745 (2-95)
Page 32 of 38 pages
<PAGE>
<PAGE>
INDEX OF EXHIBITS
Number Description
Exhibit 1 Joint Filing Agreement and Power of Attorney dated
as of January 8, 1999, among the Reporting Persons
relating to the filing of a joint statement on
Schedule 13G.
SEC 1745 (2-95)
Page 33 of 38 pages
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: January 11, 1999
BLACKSTONE REAL ESTATE PARTNERS I L.P.
BLACKSTONE REAL ESTATE PARTNERS TWO L.P.
BLACKSTONE REAL ESTATE PARTNERS THREE L.P.
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
BLACKSTONE RE CAPITAL PARTNERS L.P.
BLACKSTONE RE CAPITAL PARTNERS II L.P.
BLACKSTONE RE OFFSHORE CAPITAL PARTNERS L.P.
By: Blackstone Real Estate Associates L.P.,
general partner
By: BREA L.L.C., general partner
By: /s/ Stephen A. Schwarzman
____________________________
Name: Stephen A. Schwarzman
Title: Member
SEC 1745 (2-95)
Page 34 of 38 pages
<PAGE>
<PAGE>
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.1 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.2 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.3 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.4 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.5 L.P.
By: Blackstone Real Estate
Associates II L.P., general partner
By: Blackstone Real Estate
Management Associates II L.P.,
general partner
By: BREA II L.L.C.,general partner
By: /s/ Stephen A. Schwarzman
____________________________
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
By: Blackstone Real Estate
Management Associates II L.P.,
general partner
By: BREA II L.L.C.,general partner
By: /s/ Stephen A. Schwarzman
____________________________
Name: Stephen A. Schwarzman
Title: Member
SEC 1745 (2-95)
Page 35 of 38 pages
<PAGE>
<PAGE>
BLACKSTONE REAL ESTATE HOLDINGS L.P.
By: BREA L.L.C.,general partner
By: /s/ Stephen A. Schwarzman
____________________________
Name: Stephen A. Schwarzman
Title: Member
CR/RE L.L.C.
By: /s/ John Ceriale
____________________________
Name: John Ceriale
Title: Member
BRE LOGAN HOTEL INC.
By: /s/ William J. Stein
____________________________
Name: William J. Stein
Title: Vice President
BRE/CAMBRIDGE L.L.C.
By: /s/ William J. Stein
____________________________
Name: William J. Stein
Title: Vice President
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
By: BREA L.L.C., general partner
By: /s/ Stephen A. Schwarzman
____________________________
Name: Stephen A. Schwarzman
Title: Member
SEC 1745 (2-95)
Page 36 of 38 pages
<PAGE>
<PAGE>
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
By: Blackstone Real Estate Management
Associates II L.P., general partner
By: BREA II L.L.C.,general partner
By: /s/ Stephen A. Schwarzman
____________________________
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE MANAGEMENT
ASSOCIATES II L.P.
By: BREA II L.L.C.,general partner
By: /s/ Stephen A. Schwarzman
____________________________
Name: Stephen A. Schwarzman
Title: Member
BREA L.L.C.
By: /s/ Stephen A. Schwarzman
____________________________
Name: Stephen A. Schwarzman
Title: Member
BREA II L.L.C.
By: /s/ Stephen A. Schwarzman
____________________________
Name: Stephen A. Schwarzman
Title: Member
/s/ Peter G. Peterson
________________________________
Peter G. Peterson
/s/ Stephen a. Schwarzman
________________________________
Stephen A. Schwarzman
/s/ John G. Schreiber
________________________________
John G. Schreiber
SEC 1745 (2-95)
Page 37 of 38 pages
<PAGE>
<PAGE>
INDEX OF EXHIBITS
Number Description
Exhibit 1 Joint Filing Agreement and Power of Attorney dated
as of January 8, 1999, among the Reporting Persons
relating to the filing of a joint statement on
Schedule 13G.
SEC 1745 (2-95)
Page 38 of 38 pages
Exhibit 1 to
Schedule 13G
------------
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
--------------------------------------------
We, the signatories of the statement on Schedule 13G to which this
Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
Each of us hereby constitutes and appoints each of Peter G. Peterson, Stephen
A. Schwarzman, Gary M. Sumers and Thomas J. Saylak as our true and lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, to prepare, execute and file any such amendments, and any
other documents which any such attorney-in-fact may consider advisable in
connection with the transactions described in this statement on Schedule 13G,
on our behalf, and hereby ratifies any such action by such agent and
attorney-in-fact.
Date: January 11, 1999.
BLACKSTONE REAL ESTATE PARTNERS I L.P.
BLACKSTONE REAL ESTATE PARTNERS TWO L.P.
BLACKSTONE REAL ESTATE PARTNERS THREE L.P.
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
BLACKSTONE RE CAPITAL PARTNERS L.P.
BLACKSTONE RE CAPITAL PARTNERS II L.P.
BLACKSTONE RE OFFSHORE CAPITAL PARTNERS L.P.
By: Blackstone Real Estate Associates L.P.,
general partner
By: BREA L.L.C., general partner
By: /s/ Stephen A. Schwarzman
------------------------------
Name: Stephen A. Schwarzman
Title: Member
<PAGE>
<PAGE>
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.1 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.2 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.3 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.4 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.5 L.P.
By: Blackstone Real Estate
Associates II L.P., general partner
By: Blackstone Real Estate
Management Associates II L.P.,
general partner
By: BREA II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
----------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
By: Blackstone Real Estate
Management Associates II L.P.,
general partner
By: BREA II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
------------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE HOLDINGS L.P.
By: BREA L.L.C., general partner
By:/s/ Stephen A. Schwarzman
--------------------------------
Name: Stephen A. Schwarzman
Title: Member
<PAGE>
<PAGE>
CR/RE L.L.C.
By: /s/ John Ceriale
----------------------------
Name: John Ceriale
Title: Member
BRE LOGAN HOTEL INC.
By: /s/ William J. Stein
----------------------------
Name: William J. Stein
Title: Vice President
BRE/CAMBRIDGE L.L.C.
By: /s/ William J. Stein
----------------------------
Name: William J.Stein
Title: Vice President
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
By: BREA L.L.C., general partner
By: /s/ Stephen A. Schwarzman
-----------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
By: Blackstone Real Estate Management
Associates II L.P., general partner
By: BREA II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
-----------------------------
Name: Stephen A. Schwarzman
Title: Member
<PAGE>
<PAGE>
BLACKSTONE REAL ESTATE MANAGEMENT
ASSOCIATES II L.P.
By: BREA II L.L.C., general partner
By: /s/ Stephen A. Schwarzman
----------------------------
Name: Stephen A. Schwarzman
Title: Member
BREA L.L.C.
By: /s/ Stephen A. Schwarzman
--------------------------------
Name: Stephen A. Schwarzman
Title: Member
BREA II L.L.C.
By: /s/ Stephen A. Schwarzman
--------------------------------
Name: Stephen A. Schwarzman
Title: Member
/s/ Peter G. Peterson
- ------------------------------------
Peter G. Peterson
/s/ Stephen A. Schwarzman
- ------------------------------------
Stephen A. Schwarzman
/s/ John G. Schreiber
- ------------------------------------
John G. Schreiber
