<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
Amendment No. )*
CHASTAIN CAPITAL CORPORATION
----------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
-----------------------------
(Title of Class of Securities)
161697 10 7
-----------
(CUSIP Number)
Samuel F. Hatcher
3424 Peachtree Road, N.E.
Suite 800
Atlanta, Georgia 30326
(404) 848-8600
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 1998
--------------
(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
<PAGE> 2
* 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 disclosure
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 (the "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).
(Continued on following pages)
2
<PAGE> 3
CUSIP NO. 161697 10 7 13D
---------------------
(1) NAME OF REPORTING PERSON
ERE YARMOUTH HOLDINGS, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
13-3905050
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND, U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,254,481
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 1,254,481
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,481
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE> 4
CUSIP NO. 161697 10 7 13D
---------------------
(1) NAME OF REPORTING PERSON
ERE YARMOUTH INVESTMENTS, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
58-2364940
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,254,481
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 1,254,481
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,481
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE> 5
CUSIP NO. 161697 10 7 13D
---------------------
(1) NAME OF REPORTING PERSON
LEND LEASE (US) HOLDINGS, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
58-2364939
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,254,481
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 1,254,481
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,481
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE> 6
CUSIP NO. 161697 10 7 13D
---------------------
(1) NAME OF REPORTING PERSON
LEND LEASE (US), INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
94-3161010
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, U.S.A.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,254,481
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 1,254,481
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,481
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
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CUSIP NO. 161697 10 7 13D
---------------------
(1) NAME OF REPORTING PERSON
LEND LEASE INTERNATIONAL PTY LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
SYDNEY, NEW SOUTH WALES, AUSTRALIA
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,254,481
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 1,254,481
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,481
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE> 8
CUSIP NO. 161697 10 7 13D
---------------------
(1) NAME OF REPORTING PERSON
LEND LEASE US INVESTMENTS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,254,481
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 1,254,481
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,481
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE> 9
CUSIP NO. 161697 10 7 13D
---------------------
(1) NAME OF REPORTING PERSON
LEND LEASE EUROPE INVESTMENTS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,254,481
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 1,254,481
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,481
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE> 10
CUSIP NO. 161697 10 7 13D
---------------------
(1) NAME OF REPORTING PERSON
LEND LEASE EUROPE HOLDINGS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,254,481
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 1,254,481
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,481
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10
<PAGE> 11
CUSIP NO. 161697 10 7 13D
---------------------
(1) NAME OF REPORTING PERSON
LEND LEASE CORPORATION LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
AF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
SYDNEY, NEW SOUTH WALES, AUSTRALIA
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 1,254,481
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 1,254,481
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,481
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
11
<PAGE> 12
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is the
common stock, par value $0.01 (the "Common Stock"), of Chastain Capital
Corporation (the "Issuer"), a Georgia corporation. The address of the Issuer's
principal executive offices is c/o ERE Yarmouth, Inc. 3434 Peachtree Road, N.E.,
Suite 800, Atlanta, Georgia 30326.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed on behalf of the following entities
(the "Reporting Persons"):
(i) Name: ERE Yarmouth Holdings, Inc., a Maryland corporation ("ERE
Yarmouth Holdings").
Address: c/o ERE Yarmouth, Inc. 3424 Peachtree Road, N.E., Suite 800,
Atlanta, Georgia 30326.
Principal Business Activity: Real Estate Investment
(ii) Name: ERE Yarmouth Investments, Inc., a Delaware corporation ("ERE
Yarmouth Investments").
Address: c/o ERE Yarmouth, Inc. 3424 Peachtree Road, N.E., Suite 800,
Atlanta, Georgia 30326.
Principal Business Activity: Holding Company
(iii) Name: Lend Lease (US) Holdings, Inc., a Delaware corporation ("Lend
Lease US Holdings").
Address: c/o ERE Yarmouth, Inc. 3424 Peachtree Road, N.E., Suite 800,
Atlanta, Georgia 30326.
Principal Business Activity: Holding Company
(iv) Name: Lend Lease (US), Inc., a Delaware corporation
("Lend Lease US").
Address: c/o ERE Yarmouth, Inc. 3424 Peachtree Road, N.E., Suite 800,
Atlanta, Georgia 30326.
Principal Business Activity: Holding Company
12
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(v) Name: Lend Lease International Pty Limited, a corporation
incorporated in Sydney, New South Wales,
Australia ("Lend Lease International Pty").
Address: Level 43, Tower Building, Australia, Sydney, NSW 2000,
Australia.
Principal Business Activity: Investment
(vi) Name: Lend Lease US Investments Limited, a corporation incorporated
in the United Kingdom ("Lend Lease US Investments").
Address: 7th Floor, York House, 23 Kingsway, London WC2B 6UJ, England
Principal Business Activity: Real Estate Investment
(vii) Name: Lend Lease Europe Investments Limited, a corporation
incorporated in the United Kingdom ("Lend Lease Europe
Investments").
Address: 7th Floor, York House, 23 Kingsway, London WC2B 6UJ, England
Principal Business Activity: Real Estate Investment
(viii) Name: Lend Lease Europe Holdings Limited, a corporation incorporated
in the United Kingdom ("Lend Lease Europe Holdings").
Address: 7th Floor, York House, 23 Kingsway, London WC2B 6UJ, England
Principal Business Activity: Holding Company
(ix) Name: Lend Lease Corporation Limited, a corporation incorporated in
Sydney, New South Wales, Australia ("Lend Lease").
Address: Level 46, Tower Building, Australia Square, Sydney, NSW 2000,
Australia
Principal Business Activity: Australian public real estate and financial
services company with operations across a
broad array of real estate related
activities, including property development
and project management, property and
infrastructure funds management, and
information and technology.
ERE Yarmouth Holdings is wholly owned by ERE Yarmouth Investments, a
wholly owned subsidiary of Lend Lease US Holdings, a wholly owned subsidiary of
Lend Lease US. Lend Lease US is 50% owned by Lend Lease International Pty and
50% owned by Lend Lease US Investments. Lend Lease International Pty is a wholly
owned subsidiary of Lend Lease. Lend Lease US Investments is a wholly owned
subsidiary of Lend Lease Europe Investments, a wholly owned subsidiary of Lend
Lease Europe Holdings, a wholly owned subsidiary of Lend Lease. Lend Lease is
the sole ultimate parent of ERE Yarmouth Holdings. Lend Lease is a publicly held
Australian company.
The following information as to each executive officer and director of
the Reporting Persons is set forth in EXHIBIT 2 hereto, which exhibit is
incorporated herein by reference: (a) name, (b) residence or business address,
(c) present principal occupation or employment and the
13
<PAGE> 14
name, principal business and address of any corporation or other organization in
which such employment is conducted and (d) country of citizenship.
During the last five years, none of the Reporting Persons, and to the
best of their knowledge, no executive officer or director of the Reporting
Persons, has (a) been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction and, as a result
of which proceedings, such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a subscription agreement dated December 16, 1997 (the
"Subscription Agreement"), ERE Yarmouth Holdings purchased 100 shares of Common
Stock from the Issuer for $10.00 per share. On April 28, 1998, pursuant to a
stock purchase agreement dated December 17, 1997 between the Issuer and ERE
Yarmouth Holdings (the "Stock Purchase Agreement"), ERE Yarmouth Holdings
purchased 897,678 shares of Common Stock in a private placement from the Issuer
for $13.95 per share. In addition, on April 28, 1998, ERE Yarmouth Holdings
purchased 356,803 shares of Common Stock for $15.00 per share in connection with
the Issuer's initial public offering of Common Stock (the "Offering") pursuant
to a Registration Statement on Form S-11, as amended (File No. 333-42629) (the
"Registration Statement"). The source of the funds for all three purchases was
intercompany financing from Lend Lease US Finance, Inc., which is a wholly owned
direct subsidiary of Lend Lease US.
On April 28, 1998, certain directors and executive officers of the
Reporting Persons purchased shares of Common Stock from the Company at a
purchase price of $15.00 per share, in connection with the Offering. The
aggregate number shares purchased by each such director and executive officer,
and the source of funds used by each such director and executive officer,
including a description of any loan used to purchase such shares, is set forth
in EXHIBIT 2 hereto, which exhibit is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons and certain of their executive officers and
directors as set forth on EXHIBIT 2 attached hereto acquired, or may acquire
pursuant to the exercise of options to purchase Common Stock, the shares of
Common Stock for investment purposes and not for the purpose of influencing
management of the Issuer or exercising control over the Issuer.
On April 28, 1998, the Issuer granted ERE Yarmouth, Inc. ("ERE
Yarmouth"), an indirect wholly owned subsidiary of Lend Lease US Holdings,
options (the "Options") to purchase 1,166,667 shares of Common Stock at an
exercise price of $15.00 per share pursuant to
14
<PAGE> 15
the Issuer's 1998 Non-Incentive Stock Option Plan (the "Option Plan"). The
Options will become exercisable in equal installments on each of the first four
anniversaries of the date on which they were granted.
ERE Yarmouth Holdings has agreed not to offer, sell or contract to sell
or otherwise dispose of the Issuer's Common Stock owned by it without the prior
consent of the underwriters for the Offering (the "Underwriters") for a period
of two years from consummation of the Offering.
The Reporting Persons and the executive officers and directors of the
Reporting Persons reserve the right to purchase or sell additional shares of the
Common Stock, at any time, without further amendment to this Schedule 13D (until
such time as such purchases or sales represent a material change from the
information contained in this Schedule 13D). The Reporting Persons also reserve
the right to formulate plans or proposals or to change their intentions with
respect to any or all of the foregoing and their right to act either alone or
together with any other person or group.
Except as set forth herein, neither the Reporting Persons, nor to the
best of their knowledge, any executive officer or director of the Reporting
Persons, currently have any plans or proposals which relate to or would result
in:
(i) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(ii) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
(iii) a sale of transfer of a material amount of assets of the Issuer
or of any of its subsidiaries;
(iv) a change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
(v) a material change in the present capitalization or dividend
policy of the Issuer;
(vi) a material change in the Issuer's business or corporate
structure;
(vii) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of the Issuer by any person;
15
<PAGE> 16
(viii) causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(ix) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act of 1934; or
(x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, ERE Yarmouth Holdings directly
beneficially owns 1,254,481 shares of Common Stock, or
approximately 14.0% of the shares of Common Stock outstanding.
ERE Yarmouth Investments, Lend Lease US Holdings, Lend Lease US,
Lend Lease International Pty, Lend Lease US Investments, Lend
Lease Europe Investments, Lend Lease Europe Holdings and Lend
Lease beneficially own the same shares. ERE Yarmouth, an
indirect wholly owned subsidiary of Lend Lease US Holdings,
currently holds Options to purchase 1,166,667 shares of Common
Stock, 25% of which become exercisable on each of April 28,
1999, 2000, 2001 and 2002. Such Options terminate on April 28,
2008. Because such Options are not exercisable within 60 days of
the filing of this Schedule 13D, Lend Lease US Holdings is not
the beneficial owner of the shares of Common Stock issuable upon
exercise of such Options. The number and percentage of Common
Stock beneficially owned by each executive officer and director
of the Reporting Persons are set forth on EXHIBIT 2 to this
Schedule 13D and are incorporated herein by reference.
(b) ERE Yarmouth Holdings has shared voting power and dispositive
power with ERE Yarmouth Investments, Lend Lease US Holdings,
Lend Lease US, Lend Lease International Pty, Lend Lease US
Investments, Lend Lease Europe Investments, Lend Lease Europe
Holdings and Lend Lease. Each director and executive officer of
the Reporting Persons has sole voting power and sole investment
power with respect to the shares of Common Stock directly
beneficially owned by such director or executive officer as set
forth on EXHIBIT 2 to this Schedule 13D and incorporated by
reference herein. By virtue of their collective authority as
members of the Board of Directors of the Reporting Persons, the
directors of the Reporting Persons may be deemed to share the
power to direct the vote and to direct the disposition of the
Common Stock held by the Reporting Persons. Any such indirect
beneficial ownership is hereby disclaimed.
(c) Except as indicated herein, neither the Reporting Persons, nor
to their knowledge, any of their directors or executive officers
has effected any transaction in the Common Stock during the
preceding 60 days.
16
<PAGE> 17
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of the securities described above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The portions of Item 3 regarding the Subscription Agreement and the
Stock Purchase Agreement are incorporated herein by reference. The portions of
Item 4 regarding the Options are incorporated herein by reference. In connection
with the Stock Purchase Agreement, the Issuer and ERE Yarmouth Holdings entered
into a registration rights agreement dated April 28, 1998 granting ERE Yarmouth
Holdings certain registration rights with respect to the shares of Common Stock
purchased pursuant to the Stock Purchase Agreement (the "Registration Rights
Agreement"). The Registration Rights Agreement provides that from and after the
two year anniversary of the consummation of the Offering, ERE Yarmouth Holdings
will have unlimited piggyback registration rights, subject to certain
conditions. In addition, if ERE Yarmouth ceases to act as manager of the Issuer,
ERE Yarmouth Holdings may require the Issuer to file a shelf registration
statement on Form S-3 relating to the Issuer's Common Stock that ERE Yarmouth
Holdings purchased pursuant to the Stock Purchase Agreement.
ERE Yarmouth Holdings has entered into an agreement with the
Underwriters not to offer, sell or contract to sell or otherwise dispose of the
Issuer's Common Stock owned by it without the prior consent of the Underwriters
for a period of two years from consummation of the Offering.
Except as indicated herein, neither the Reporting Persons, nor, to the
best of their knowledge, any of the executive officers or directors of the
Reporting Persons, is a party to any contract, arrangement, understanding or
relationship (legal or otherwise) with respect to the securities of the Issuer.
17
<PAGE> 18
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement between the Reporting Persons with respect to the
filing of this Schedule 13D.
Exhibit 2 Certain Information of Directors and Executive Officers of
the Reporting Persons.
Exhibit 3 Lockup Agreement dated April 28, 1998 between ERE Yarmouth
Holdings and Friedman, Billings, Ramsey & Co., Inc.
Exhibit 4 Issuer's 1998 Non-Incentive Stock Option Plan (Incorporated
herein by reference to Exhibit 10.4 to the Issuer's
Registration Statement on Form S-11 (File No. 333-42629)).
Exhibit 5 Registration Rights Agreement between the Issuer and ERE
Yarmouth Holdings (Incorporated herein by reference to
Exhibit 10.2 to the Issuer's Registration Statement on Form
S-11 (File No. 333-42629)).
18
<PAGE> 19
SIGNATURE
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.
Dated: May 7, 1998
ERE YARMOUTH HOLDINGS, INC.
By: /s/ Samuel F. Hatcher
------------------------------
Name: Samuel F. Hatcher
Title: Vice President and Director
ERE YARMOUTH INVESTMENTS, INC.
By: /s/ Samuel F. Hatcher
------------------------------
Name: Samuel F. Hatcher
Title: Vice President, General Counsel and Director
LEND LEASE (US) HOLDINGS, INC.
By: /s/ Samuel F. Hatcher
------------------------------
Name: Samuel F. Hatcher
Title: Vice President, General Counsel and Director
LEND LEASE (US), INC.
By: /s/ Samuel F. Hatcher
------------------------------
Name: Samuel F. Hatcher
Title: Vice President, General Counsel and Director
LEND LEASE INTERNATIONAL PTY LIMITED
By: /s/ Susan J. Sharpe
------------------------------
Name: Susan J. Sharpe
Title: Secretary
<PAGE> 20
[CONTINUATION OF SIGNATURE PAGE]
LEND LEASE US INVESTMENTS LIMITED
By: /s/ Penelope R. Sutton
------------------------------
Name: Penelope R. Sutton
Title: Secretary
LEND LEASE EUROPE INVESTMENTS LIMITED
By: /s/ Penelope R. Sutton
------------------------------
Name: Penelope R. Sutton
Title: Secretary
LEND LEASE EUROPE HOLDINGS LIMITED
By: /s/ Penelope R. Sutton
------------------------------
Name: Penelope R. Sutton
Title: Secretary
LEND LEASE CORPORATION LIMITED
By: /s/ Susan J. Sharpe
------------------------------
Name: Susan J. Sharpe
Title: Secretary
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
1. Agreement between the Reporting Persons with
respect to the filing of this Schedule 13D
2. Certain Information of Directors and Executive
Officers of the Reporting Persons
3. Lockup Agreement dated April 28, 1998
between ERE Yarmouth Holdings and
Friedman, Billings, Ramsey & Co., Inc.
4. Issuer's 1998 Non-Incentive Stock Option Plan
(Incorporated herein by reference to Exhibit 10.4 to
the Issuer's Registration Statement on Form S-11 (File
No. 333-42629)).
5. Registration Rights Agreement between the Issuer and
ERE Yarmouth Holdings (Incorporated herein by reference
to Exhibit 10.2 to the Issuer's Registration Statement
on Form S-11 (File No. 333-42629)).
</TABLE>
<PAGE> 1
EXHIBIT 1
Joint Filing Agreement
(Pursuant to Rule 13d-1(k))
The undersigned agree that the statement on Schedule 13D to which this Agreement
is attached is filed on behalf of each of them.
Dated: May 7, 1998
ERE YARMOUTH HOLDINGS, INC.
By: /s/ Samuel F. Hatcher
----------------------------------
Name: Samuel F. Hatcher
Title: Vice President and Director
ERE YARMOUTH INVESTMENTS, INC.
By: /s/ Samuel F. Hatcher
----------------------------------
Name: Samuel F. Hatcher
Title: Vice President, General Counsel
and Director
LEND LEASE (US) HOLDINGS, INC.
By: /s/ Samuel F. Hatcher
----------------------------------
Name: Samuel F. Hatcher
Title: Vice President, General Counsel
and Director
LEND LEASE (US), INC.
By: /s/ Samuel F. Hatcher
----------------------------------
Name: Samuel F. Hatcher
Title: Vice President, General Counsel
and Director
1-1
<PAGE> 2
LEND LEASE INTERNATIONAL PTY LIMITED
By: /s/ Susan J. Sharpe
------------------------------
Name: Susan J. Sharpe
Title: Secretary
LEND LEASE US INVESTMENTS LIMITED
By: /s/ Penelope R. Sutton
------------------------------
Name: Penelope R. Sutton
Title: Secretary
LEND LEASE EUROPE INVESTMENTS LIMITED
By: /s/ Penelope R. Sutton
------------------------------
Name: Penelope R. Sutton
Title: Secretary
LEND LEASE EUROPE HOLDINGS LIMITED
By: /s/ Penelope R. Sutton
------------------------------
Name: Penelope R. Sutton
Title: Secretary
LEND LEASE CORPORATION LIMITED
By: /s/ Susan J. Sharpe
------------------------------
Name: Susan J. Sharpe
Title: Secretary
1-2
<PAGE> 1
EXHIBIT 2
Directors and Executive Officers of ERE Yarmouth Holdings, Inc.
<TABLE>
<S> <C>
NAME: Matthew S. Banks
Title: President and Director
Principle Business Address: 3424 Peachtree Road, N.E., Suite 800
Atlanta, GA 30326
Principal Occupation: Chief Executive Officer, Real Estate
Investment and Management Services,
ERE Yarmouth, Inc.
Country of Citizenship: Australia
Number of Issuer shares
beneficially owned: 402 shares (includes 67 shares
issuable pursuant to currently
exercisable stock options)
Percent of outstanding Issuer
shares beneficially owned: Less than 0.01%
Source of funds used to purchase
Issuer Shares: Personal Funds
NAME: Amber B. Degnan
Title: Vice President, Treasurer and Director
Principal Business Address: 3424 Peachtree Road, N.E., Suite 800
Atlanta, Georgia 30326
Principal Occupation: Senior Vice President and Chief
Financial Officer, Real Estate
Investment and Management Services,
ERE Yarmouth, Inc.
Country of Citizenship: U.S.A.
Number of Issuer shares
beneficially owned: 2400 (includes 400 shares issuable
pursuant to currently exercisable
options)
Percent of Issuer shares
beneficially owned: Less than 0.01%
Source of funds used to purchase
Issuer Shares: 20% Personal Funds; 80% Loan -
First Union National Bank, 5 year
term, interest rate floating at
prime
NAME: Samuel F. Hatcher
Title: Vice President and Director
Principal Business Address: 3424 Peachtree Road, N.E., Suite 800
Atlanta, Georgia 30326
</TABLE>
2-1
<PAGE> 2
<TABLE>
<S> <C>
Principal Occupation: Senior Executive Vice President and
General Counsel, Real Estate Investment
and Management Services, ERE Yarmouth, Inc.
Country of Citizenship: U.S.A.
Number of Issuer shares
beneficially owned: 402 shares (includes 67 shares issuable
pursuant to currently exercisable stock
options)
Percent of Issuer shares
beneficially owned: Less than 0.01%
Source of funds used to
purchase Issuer Shares: Personal Funds
NAME: James A. Quille
Title: Vice President and Director
Principal Business Address: 3424 Peachtree Road, N.E., Suite 800
Atlanta, Georgia 30326
Principal Occupation: Chief Operating Officer, Real Estate
Investment and Management Services, ERE
Yarmouth, Inc.
Country of Citizenship: Australia
Number of Issuer shares
beneficially owned: 900 shares (includes 150 shares issuable
pursuant to currently exercisable stock
options)
Percent of outstanding Issuer
shares beneficially owned: Less than 0.01%
Source of funds used to
purchase Issuer Shares: Personal Funds
</TABLE>
Directors and Executive Officers of ERE Yarmouth Investments, Inc.
Same as set forth under ERE Yarmouth Holdings, Inc. (pages 2-1 and 2-2), except
that Samuel F. Hatcher is Vice President, General Counsel and Director of ERE
Yarmouth Investments, Inc.
Directors and Executive Officers of Lend Lease (US) Holdings, Inc.
Same as set forth under ERE Yarmouth Holdings, Inc. (pages 2-1 and 2-2), except
that Samuel F. Hatcher is Vice President, General Counsel and Director of Lend
Lease (US) Holdings, Inc.
Directors and Executive Officers of Lend Lease (US), Inc.
Same as set forth under ERE Yarmouth Holdings, Inc. (pages 2-1 and 2-2), except
as follows:
2-2
<PAGE> 3
<TABLE>
<S> <C>
NAME: Matthew S. Banks
Title: Chief Executive Officer and Director
NAME: Amber B. Degnan
Title: Senior Executive Vice President, Chief Financial
Officer and Director
NAME: Samuel F. Hatcher
Title: Senior Executive Vice President, General Counsel
and Director
NAME: James A. Quille
Title: President, Chief Operating Officer and Director
NAME: Peter J. Urdanick
Title: Vice President and Treasurer
Principal Business Address: 3424 Peachtree Road, N.E., Suite 800
Atlanta, Georgia 30326
Principal Occupation: Senior Vice President and Treasurer, Real Estate
Investment and Management Services, ERE
Yarmouth, Inc.
Country of Citizenship: U.S.A.
Number of Issuer shares
beneficially owned: None
</TABLE>
Directors and Executive Officers of Lend Lease International Pty Limited
<TABLE>
<S> <C>
NAME: John Fredrick Astbury
Title: Director
Principal Business Address: Level 46, Tower Building, Australia Square
Sydney NSW 2000, Australia
Principal Occupation: Executive Director of Lend Lease Corporation
Limited
Country of Citizenship: Australia, United Kingdom
Number of shares of Issuer
beneficially owned: None
NAME: Philip William Crewes
Title: Director
Principal Business Address: Level 46, Tower Building, Australia Square
Sydney NSW 2000, Australia
</TABLE>
2-3
<PAGE> 4
<TABLE>
<S> <C>
Principal Occupation: Company Secretary for Lend Lease Corporation
Limited
Country of Citizenship: Australia
Number of Issuer shares
beneficially owned: None
NAME: Thomas William Pockett
Title: Director
Principal Business Address: Level 43, Tower Building, Australia Square
Sydney NSW 2000, Australia
Principal Occupation: General Manager, Finance for Lend Lease
Corporation Limited
Country of Citizenship: Australia
Number of Issuer shares
beneficially owned: None
NAME: Susan June Sharpe
Title: Secretary
Principal Business Address: Level 46, Tower Building, Australia Square
Sydney NSW 2000, Australia
Principal Occupation: Company Secretary for Lend Lease Corporation
Limited
Country of Citizenship: Australia
Number of Issuer shares
beneficially owned: None
</TABLE>
Directors and Executive Officers of Lend Lease US Investments Limited
<TABLE>
<S> <C>
NAME: Ian Marshall
Title: Director
Principal Business Address: 7th Floor, York House, 23 Kingsway, London WC2B
6UJ, England
Principal Occupation: Director of Lend Lease US Investments Limited
Country of Citizenship: United Kingdom
Number of Issuer shares
beneficially owned: None
NAME: Peter Walichnowski
Title: Director
Principal Business Address: 7th Floor, York House, 23 Kingsway, London WC2B
6UJ, England
Principal Occupation: Director of Lend Lease US Investments Limited
Country of Citizenship: Australia
</TABLE>
2-4
<PAGE> 5
<TABLE>
<S> <C>
Number of Issuer shares
beneficially owned: None
NAME: Penelope Ruth Sutton
Title: Secretary
Principal Business Address: 7th Floor, York House, 23 Kingsway, London WC2B
6UJ, England
Principal Occupation: Secretary of Lend Lease US Investments Limited
Country of Citizenship: United Kingdom
Number of Issuer shares
beneficially owned: None
</TABLE>
Directors and Executive Officers of Lend Lease Europe Investments Limited
Same as set forth under Lend Lease US Investments Limited (pages 2-4 and 2-5)
Directors and Executive Officers of Lend Lease Europe Holdings Limited
Same as set forth under Lend Lease US Investments Limited (pages 2-4 and 2-5)
except as set forth below:
<TABLE>
<S> <C>
NAME: Allan Donald Chisholm
Title: Director
Principal Business Address: 7th Floor, York House, 23 Kingsway, London WC2B
6UJ, England
Principal Occupation: Director of Lend Lease Europe Holdings Limited
Country of Citizenship: United Kingdom
Number of Issuer shares
beneficially owned: None
</TABLE>
Directors and Executive Officers of Lend Lease Corporation Limited
<TABLE>
<S> <C>
NAME: John Fredrick Astbury
Title: Executive Director
Rest of information as set forth above under Lend Lease International Pty
Limited (pages 2-3)
NAME: Evan D. Cameron
Title: Non-Executive Director
Principal Address: 9 Iiawarra Street, Mosman NSW 2088, Australia
Principal Occupation: Retired Certified Public Accountant
Country of Citizenship: Australia
</TABLE>
2-5
<PAGE> 6
<TABLE>
<S> <C>
Number of Issuer shares
beneficially owned: None
NAME: Yung Hai Chua
Title: Non-Executive Director
Principal Address: 17 Cheng Soon Crescent, Singapore 2159
Principal Occupation: Retired Engineer
Country of Citizenship: Singapore
Number of Issuer shares
beneficially owned: None
NAME: Jill K. Conway
Title: Non-Executive Director
Principal Address: Apartment 8B, 65 Commonwealth Avenue, Boston,
Massachusetts 02116
Principal Occupation: Retired Professor
Country of Citizenship: U.S.A.
Number of Issuer shares
beneficially owned: None
NAME: Diane J. Grady
Title: Non-Executive Director
Principal Address: 15 Noonbinna Crescent, Northbridge NSW 2063
Principal Occupation: Partner with McKinsey & Co.
Country of Citizenship: Australia
Number of Issuer shares
beneficially owned: None
NAME: David H. Higgins
Title: Executive Director
Principal Business Address: Level 46, Tower Building, Australia Square,
Sydney NSW 2000, Australia
Principal Occupation: Executive Director of Lend Lease Corporation
Limited
Country of Citizenship: Australia
Number of Issuer shares
beneficially owned: None
NAME: Stuart G. Hornery
Title: Non-Executive Director
Principal Address: 71 Yarranabbe Road, Darling Point NSW 2027,
Australia
Principal Occupation: Retired Senior Officer of Lend Lease
Corporation
Country of Citizenship: Australia
</TABLE>
2-6
<PAGE> 7
<TABLE>
<S> <C>
Number of Issuer shares
beneficially owned: None
NAME: Richard A. Longes
Title: Non-Executive Director
Principal Address: 39 Cherry Street, Warrawee NSW 2074
Principal Occupation: Attorney
Country of Citizenship: Australia, United Kingdom
Number of Issuer shares
beneficially owned: None
NAME: Rudolf G. Mueller
Title: Non-Executive Director
Principal Address: 8 Cumberland Terrace, Regent's Park, London
NW14HS, United Kingdom
Principal Occupation: Chairman of United Bank of Switzerland - U.K.
Group
Country of Citizenship: Switzerland
Number of Issuer shares
beneficially owned: None
NAME: Donald N. Sanders
Title: Non-Executive Director
Principal Address: Somerset, Taralga Road Mall via Goulburn NSW
2580, Australia
Principal Occupation: Retired Chief Executive Officer of
Commonwealth Bank
Country of Citizenship: Australia
Number of Issuer shares
beneficially owned: None
NAME: Robert E. Tsenin
Title: Executive Director
Principal Business Address: Level 46, Tower Building, Australia Square,
Sydney NSW 2000, Australia
Principal Occupation: Executive Director of Lend Lease Corporation
Limited
Country of Citizenship: Australia
Number of Issuer shares
beneficially owned: None
NAME: William A.H. Webster
Title: Executive Director
</TABLE>
2-7
<PAGE> 8
<TABLE>
<S> <C>
Principal Business Address: Level 46, Tower Building, Australia Square, Sydney
NSW 2000, Australia
Principal Occupation: Executive Director of Lend Lease Corporation
Limited
Country of Citizenship: Australia, United Kingdom
Number of Issuer shares
beneficially owned: None
NAME: Peter J. Willcox
Title: Non-Executive Director
Principal Address: 114A The Esplanade, Brighton VIC 3186, Australia
Principal Occupation: Retired
Country of Citizenship: Australia, United Kingdom
Number of Issuer shares
beneficially owned: None
NAME: Philip William Crewes
Title: Company Secretary
Rest of information as set forth above under Lend Lease International Pty
Limited (page 2-3)
NAME: Susan June Sharpe
Title: Company Secretary
Rest of information as set forth above under Lend Lease International Pty
Limited (page 2-4)
</TABLE>
2-8
<PAGE> 1
EXHIBIT 3
April 28, 1998
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
EVEREN SECURITIES, INC.
c/o Friedman, Billings, Ramsey & Co., Inc.
1001 19th Street North
Arlington, Virginia 22209
Dear Sirs:
The undersigned understands that you have entered into an Underwriting
Agreement (the "Underwriting Agreement") providing for the purchase by you (the
"Underwriters") of shares (the "Shares") of Common Stock, par value $.01 per
share (the "Common Stock"), of Chastain Capital Corporation (the "Company") and
that you are reoffering the Shares to the public in an initial public offering
(the "Offering").
In consideration of your execution of the Underwriting Agreement and for
other good and valuable consideration, the undersigned hereby irrevocably agrees
that without your prior written consent (which consent may be withheld at your
sole discretion) the undersigned will not, directly or indirectly, (and, except
as may be disclosed in the Prospectus, will not announce or disclose any
intention to) for a period of two years from the date of the final Prospectus
relating to the offering, so long as ERE Yarmouth, Inc. (the "Manager")
continues to serve as the manager of the Company during such period, (i) offer,
pledge, sell, contract to sell, sell any option or contract to sell, grant any
option for the sale of, or otherwise dispose of or transfer (other than a
disposition or transfer pursuant to which the acquiror or transferee is subject
to the restrictions on disposition and transfer set forth in this agreement to
the same extent as such stockholder delivering a letter hereunder), directly or
indirectly, any shares of Common Stock (other than by participating as selling
stockholders in a registered offering of shares of Common Stock offered by the
Company with your consent) or any securities convertible into or exercisable or
exchangeable for shares of Common Stock or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the shares of Common Stock,
whether any such swap or transaction described in clause (i) or (ii) above is to
be settled by delivery of shares of Common Stock or such other securities, in
cash or otherwise. Prior to the expiration of such period, the undersigned will
not announce or disclose any intention to do anything after the expiration of
such period which the undersigned is prohibited, as provided in the preceeding
sentence, from doing during such period. This agreement shall terminate on
such date, if any, during such two-year period, that the Manager ceases to act
as manager of the Company.
<PAGE> 2
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
EVEREN SECURITIES, INC.
April 28, 1998
Page 2
The undersigned agrees that the provisions of this letter agreement shall
be binding also upon the successors, assigns, heirs and personal representatives
of the undersigned.
It is understood that, if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated
prior to payment for and delivery of the Shares, you will release the
undersigned from the undersigned's obligations under this letter agreement.
Very truly yours,
ERE YARMOUTH HOLDINGS, INC.
By: /s/ Amber Degran
--------------------------------------
Name: Amber Degran
--------------------------------------
Title: Vice President, Treasurer and Director
--------------------------------------
