UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
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 pursuant 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).
<PAGE>
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CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners II L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 418,308
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 418,308
8. Shared Dispositive Power 0
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
418,308
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
1.9%
12. Type of Reporting Person (See Instructions)
PN
Page 2 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Holdings II L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 117,580
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 117,580
8. Shared Dispositive Power 0
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
117,580
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.5%
12. Type of Reporting Person (See Instructions)
PN
Page 3 of 36 pages
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CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners II.TE.1 L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 351,988
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 351,988
8. Shared Dispositive Power 0
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
351,988
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
1.6%
12. Type of Reporting Person (See Instructions)
PN
Page 4 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners II.TE.2 L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 15,218
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 15,218
8. Shared Dispositive Power 0
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
15,218
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.1%
12. Type of Reporting Person (See Instructions)
PN
Page 5 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners II.TE.3 L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 72,367
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 72,367
8. Shared Dispositive Power 0
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
72,367
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.3%
12. Type of Reporting Person (See Instructions)
PN
Page 6 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners II.TE.4 L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 14,722
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 14,722
8. Shared Dispositive Power 0
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
14,722
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.1%
12. Type of Reporting Person (See Instructions)
PN
Page 7 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners II.TE.5 L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 30,966
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 30,966
8. Shared Dispositive Power 0
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
30,966
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.1%
12. Type of Reporting Person (See Instructions)
PN
Page 8 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners I L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 137,132
Beneficially Owned by Each 6. Shared Voting Power 8,187
Reporting Person With: 7. Sole Dispositive Power 137,132
8. Shared Dispositive Power 8,187
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
145,319
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.7%
12. Type of Reporting Person (See Instructions)
PN
Page 9 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners Two L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 8,992
Beneficially Owned by Each 6. Shared Voting Power 8,187
Reporting Person With: 7. Sole Dispositive Power 8,992
8. Shared Dispositive Power 8,187
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
17,179
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.1%
12. Type of Reporting Person (See Instructions)
PN
Page 10 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners Three L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 87,229
Beneficially Owned by Each 6. Shared Voting Power 8,187
Reporting Person With: 7. Sole Dispositive Power 87,229
8. Shared Dispositive Power 8,187
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
95,416
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.4%
12. Type of Reporting Person (See Instructions)
PN
Page 11 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Partners IV L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 2,743
Beneficially Owned by Each 6. Shared Voting Power 8,187
Reporting Person With: 7. Sole Dispositive Power 2,743
8. Shared Dispositive Power 8,187
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
10,930
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.1%
12. Type of Reporting Person (See Instructions)
PN
Page 12 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone RE Capital Partners L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 14,300
Beneficially Owned by Each 6. Shared Voting Power 8,187
Reporting Person With: 7. Sole Dispositive Power 14,300
8. Shared Dispositive Power 8,187
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
22,487
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.1%
12. Type of Reporting Person (See Instructions)
PN
Page 13 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone RE Capital Partners II L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 1,570
Beneficially Owned by Each 6. Shared Voting Power 8,187
Reporting Person With: 7. Sole Dispositive Power 1,570
8. Shared Dispositive Power 8,187
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
9,757
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
Less than 0.1%
12. Type of Reporting Person (See Instructions)
PN
Page 14 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone RE Offshore Capital Partners L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 2,760
Beneficially Owned by Each 6. Shared Voting Power 8,187
Reporting Person With: 7. Sole Dispositive Power 2,760
8. Shared Dispositive Power 8,187
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
10,947
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.1%
12. Type of Reporting Person (See Instructions)
PN
Page 15 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Holdings L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 75,374
Beneficially Owned by Each 6. Shared Voting Power 8,187
Reporting Person With: 7. Sole Dispositive Power 75,374
8. Shared Dispositive Power 8,187
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
83,561
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
0.4%
12. Type of Reporting Person (See Instructions)
PN
Page 16 of 36 pages
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<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
CR/RE L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 1,949
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,949
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
1,949
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
Less than 0.1%
12. Type of Reporting Person (See Instructions)
OO
Page 17 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
BRE Logan Hotel Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 851
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 851
8. Shared Dispositive Power 0
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
851
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
Less than 0.1%
12. Type of Reporting Person (See Instructions)
CO
Page 18 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
BRE/Cambridge L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 8,187
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 8,187
8. Shared Dispositive Power 0
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
8,187
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
Less than 0.1%
12. Type of Reporting Person (See Instructions)
OO
Page 19 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Associates L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by Each 6. Shared Voting Power 262,913
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 262,913
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
262,913
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
1.2%
12. Type of Reporting Person (See Instructions)
PN
Page 20 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Associates II L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by Each 6. Shared Voting Power 903,569
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 903,569
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
903,569
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
4.1%
12. Type of Reporting Person (See Instructions)
PN
Page 21 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Blackstone Real Estate Management Associates II L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by Each 6. Shared Voting Power 1,021,149
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,021,149
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
1,021,149
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
4.7%
12. Type of Reporting Person (See Instructions)
PN
Page 22 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
BREA L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by Each 6. Shared Voting Power 338,287
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 338,287
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
338,287
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
1.5%
12. Type of Reporting Person (See Instructions)
OO
Page 23 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
BREA II L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by Each 6. Shared Voting Power 1,021,149
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,021,149
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
1,021,149
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
4.7%
12. Type of Reporting Person (See Instructions)
OO
Page 24 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Peter G. Peterson
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by Each 6. Shared Voting Power 1,360,287
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,360,287
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
1,360,287
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
6.2%
12. Type of Reporting Person (See Instructions)
IN
Page 25 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Stephen A. Schwarzman
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by Each 6. Shared Voting Power 1,360,287
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,360,287
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
1,360,287
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
6.2%
12. Type of Reporting Person (See Instructions)
IN
Page 26 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
John G. Schreiber
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by Each 6. Shared Voting Power 0
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,166,482
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
1,166,482
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
5.3%
12. Type of Reporting Person (See Instructions)
IN
Page 27 of 36 pages
<PAGE>
<PAGE>
CUSIP No. 226153104
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
John Ceriale
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares 5. Sole Voting Power 0
Beneficially Owned by Each 6. Shared Voting Power 1,949
Reporting Person With: 7. Sole Dispositive Power 0
8. Shared Dispositive Power 1,949
9. Aggregate Amount of Beneficially Owned by Each Reporting Person:
1,949
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -
11. Percent of Class Represented by Amount in Row (11)
Less than 0.1%
12. Type of Reporting Person (See Instructions)
IN
Page 28 of 36 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
Blackstone Real Estate Partners II L.P. ("BRE II"), Blackstone Real Estate
Holdings II L.P. ("BREH II"), Blackstone Real Estate Partners II T.E.1 L.P.
("BRE II TE 1"), Blackstone Real Estate Partners II T.E.2 L.P. ("BRE II TE
2"), Blackstone Real Estate Partners II T.E.3 L.P. ("BRE II TE 3"),
Blackstone Real Estate Partners II T.E.4 L.P. ("BRE II TE 4"), Blackstone
Real Estate Partners II T.E.5 L.P. ("BRE II TE 5"), Blackstone Real Estate
Partners I L.P. ("BRE I"), Blackstone Real Estate Partners Two L.P. ("BRE
Two"), Blackstone Real Estate Partners Three L.P. ("BRE Three"), Blackstone
Real Estate Partners IV L.P. ("BRE IV"), Blackstone RE Capital Partners L.P.
("BRECP"), Blackstone RE Capital Partners II L.P. ("BRECP II"), Blackstone
RE Offshore Capital Partners L.P. ("BOC"), Blackstone Real Estate Holdings
L.P. ("BREH"), CR/RE L.L.C. ("CRRE"), BRE Logan Hotel Inc. ("Logan"),
BRE/Cambridge L.L.C. ("Cambridge"), Blackstone Real Estate Associates L.P.
("BREA"), Blackstone Real Estate Associates II L.P. ("BREA II"), Blackstone
Real Estate Management Associates II L.P. ("BREMA II"), BREA L.L.C. ("BREA
LLC"), BREA II L.L.C. ("BREA II LLC"), Peter G. Peterson ("Peterson"),
Stephen A. Schwarzman, ("Schwarzman"), John G. Schreiber ("Schreiber") and
John Ceriale ("Ceriale") (collectively, the "Reporting Persons").
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The principal business office address of each of the Reporting Persons,
except for Schreiber, is 345 Park Avenue, 31st Floor, New York, New York
10154. The principal business office address of Schreiber is Schreiber
Investments, 1115 East Illinois Road, Lake Forest, Illinois 60045.
ITEM 2(c). CITIZENSHIP
The place of organization of each of the Reporting Persons, except for
Peterson, Schwarzman, Schreiber and Ceriale, is the State of Delaware. The
citizenship of each of Peterson, Schwarzman, Schreiber and Ceriale is the
United States.
ITEM 2(d). TITLE AND CLASS OF SECURITIES
Common Stock
Page 29 of 36 pages
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ITEM 2(e). CUSIP NUMBER
226153104
ITEM 3. STATEMENT FILED PURSUANT TO Sections 240.13D-1(b) OR 240d-2(b)
OR (c)
None.
ITEM 4. OWNERSHIP
BRE I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC, BREH, BRE II, BREH
II, BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5, Logan,
CRRE and Cambridge are record holders, in the aggregate, of 1,362,236 shares
of Common Stock, or approximately 6.2% of the total number of shares of
Common Stock outstanding (all percentages herein are based upon best
available information as of the initial filing on Schedule 13G, filed on
January 12, 1999 (the "Initial Statement")).
BRE I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC and BREH are members
of Cambridge, and thus such entities may be deemed to beneficially own the
shares of Common Stock beneficially owned by Cambridge.
BREA is the general partner of BRE I, BRE Two, BRE Three, BRE IV, BRECP,
BRECP II and BOC, and 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). Therefore, BREA may be deemed to
beneficially own the shares of Common Stock beneficially owned by such
entities.
BREA II is 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, and 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 and BRE II TE 5 have such power).
Therefore, BREA II may be deemed to beneficially own the shares of Common
Stock beneficially owned by such entities.
Any disposition of an investment (directly or indirectly) by entities to
which either BREA or BREA II serves as general partner requires the approval
of Schreiber, who is a limited partner in BREA and BREA II. Because
Schreiber has the 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 have such power), Schreiber
Page 30 of 36 pages
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may be deemed to beneficially own the shares of Common Stock beneficially
owned by BREA and BREA II.
BREMA II is the general partner of BREA II and BREH II, and 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 BREA II and BREH II have such
power). Therefore, BREMA II may be deemed to beneficially own the shares of
Common Stock beneficially owned by such entities.
BREA LLC is the general partner of BREA and BREH, and 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 BREA and BREH have such power). Therefore, BREA
LLC may be deemed to beneficially own the shares of Common Stock beneficially
owned by such entities.
BREA II LLC is the general partner of BREMA II, and 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 BREMA II has such power). Therefore,
BREA II LLC may be deemed to beneficially own the shares of Common Stock
beneficially owned by such entities.
Peterson and Schwarzman, who are the founding members of BREA LLC and BREA II
LLC, are able to control BREA LLC, BREA II LLC and Logan, and Peterson and
Schwarzman have the 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). Therefore,
each of Peterson and Schwarzman may be deemed to beneficially own the shares
of Common Stock beneficially owned by such entities.
Ceriale is a member with sole beneficial ownership of CRRE, and therefore,
Ceriale may be deemed to beneficially own the shares of Common Stock
beneficially owned by such entity.
(a) Amount Beneficially Owned: See Item 9 of each cover page.
(b) Percent of Class: See Item 11 of each cover page.
(c) Number of shares as to which each person has:
(i) Sole voting power: See Item 5 of each cover page.
(ii) Shared voting power: See Item 6 of each cover page.
(iii) Sole dispositive power: See Item 7 of each cover page.
Page 31 of 36 pages
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(iv) Shared dispositive power: See Item 8 of each cover
page.
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.
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.
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.
Page 32 of 36 pages
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Exhibit 1A Second Joint Filing Agreement and Power of Attorney dated as
of May 5, 1999, among the Reporting Persons relating to the
filing of a joint statement on Schedule 13G.
Page 33 of 36 pages
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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: May 5, 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.
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.
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
BLACKSTONE REAL ESTATE HOLDINGS L.P.
CR/RE L.L.C.
BRE LOGAN HOTEL INC.
BRE/CAMBRIDGE L.L.C.
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
Page 34 of 36 pages
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BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
BLACKSTONE REAL ESTATE MANAGEMENT ASSOCIATES II L.P.
BREA L.L.C.
BREA II L.L.C.
PETER G. PETERSON
STEPHEN A. SCHWARZMAN
JOHN G. SCHREIBER
By: /s/ Gary M. Sumers
-------------------------
Name: Gary M. Sumers
Title: Attorney-in-fact
/s/ John Ceriale
--------------------------
John Ceriale
Page 35 of 36 pages
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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, incorporated by
reference to Exhibit 1 to the Initial Statement.
Exhibit 1A Second Joint Filing Agreement and Power of Attorney dated as
of May 5, 1999, among the Reporting Persons relating to the
filing of a joint statement on Schedule 13G.
Page 36 of 36 pages
Exhibit 1A to
Schedule 13G
SECOND JOINT FILING AGREEMENT AND POWER OF ATTORNEY
WHEREAS, the signatories of this Agreement (except for John
Ceriale) entered into and executed that certain Joint Filing Agreement and
Power of Attorney dated January 11, 1999 and filed on January 12, 1999 as
Exhibit 1 to the Schedule 13G relating to the Common Stock of Crestline
Capital Corporation (the "Issuer"); and
WHEREAS, John Ceriale wishes to enter into and execute this
Agreement with such other signatories;
NOW, THEREFORE, we, all the signatories of the statement on
Schedule 13G relating to the Common Stock of the Issuer 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.
Dated as of: May 5, 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.
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.
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BLACKSTONE REAL ESTATE PARTNERS II.TE.4 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.5 L.P.
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
BLACKSTONE REAL ESTATE HOLDINGS L.P.
CR/RE L.L.C.
BRE LOGAN HOTEL INC.
BRE/CAMBRIDGE L.L.C.
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
BLACKSTONE REAL ESTATE MANAGEMENT ASSOCIATES
II L.P.
BREA L.L.C.
BREA II L.L.C.
PETER G. PETERSON
STEPHEN A. SCHWARZMAN
JOHN G. SCHREIBER
By: /s/ Gary M. Sumers
--------------------------
Name: Gary M. Sumers
Title: Attorney-in-fact
/s/ John Ceriale
--------------------------
John Ceriale
