SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
LASALLE HOTEL PROPERTIES
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(Name of Issuer)
Common Shares of Beneficial Interest
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(Title of Class of Securities)
517942108
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(CUSIP Number)
April 29, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G 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>
CUSIP NO. 517942108
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(1) Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons
(entities only): Michael Steinhardt and Shimon Topor (filing as joint
filers pursuant to Rule 13d-1(k))
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b)
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: United States
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Number of Shares Beneficially Owned by Each (5) Sole Voting
Reporting Person Power: Mr. Steinhardt 163,618*
(6) Shared Voting
Power: 2,228,219*
(7) Sole Dispositive
Power: Mr. Steinhardt 163,618*
(8) Shared Dispositive
Power: 2,228,219*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: Mr.
Steinhardt 2,228,219*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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(11) Percent of Class Represented by Amount in Row (9): 12.9%*
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(12) Type of Reporting Person (See Instructions): IN
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* Messrs. Steinhardt and Topor share the right to direct the voting and
investment of partnership interests (the "Units") in LaSalle Hotel Operating
Partnership, L.P. (the "Operating Partnership") by virtue of their direct and
indirect control of various entities holding the Units. The Operating
Partnership is an affiliate to LASALLE HOTEL PROPERTIES (the "Issuer"). Subject
to certain limitations, holders of the Units have the right to have each of
their Units redeemed by the Operating Partnership at any time beginning on April
29, 1999, for cash or in exchange for Common Shares of Beneficial Ownership (the
"Common Shares") of the Issuer. Assuming that all of such Units are redeemed in
exchange for Common Shares, Messrs.
<PAGE>
Steinhardt and Topor would, no earlier than April 29, 1999, share the right to
direct the voting and investment of 1,565,982 Common Shares. Messrs. Steinhardt
and Topor share the right to direct the voting and investment, by virtue of
their direct and indirect control of MS Asset Management, Inc., ("MSAMI") of a
number of Common Share Purchase Rights issued by the Issuer to MSAMI which have
been sold and assigned by MSAMI to Messrs. Steinhardt and Topor and certain
employees of MSAMI and its affiliates, subject to forfeiture under certain
circumstances. If all of those Common Share Purchase Rights were forfeited by
their holders, including Messrs. Steinhardt and Topor, assuming full exercise of
such rights, Messrs. Steinhardt and Topor would share the right to direct the
voting and investment of the 662,237 Common Shares for which such Common Share
Purchase Rights were exercised. Mr. Steinhardt owns Common Share Purchase Rights
sold and assigned directly to him by MSAMI as to 163,618 Common Shares; Mr.
Topor owns Common Share Purchase Rights sold and assigned directly to him by
MSAMI as to 163,619 Common Shares. None of the Common Share Purchase Rights are
exercisable until April 29, 1999. Assuming all of the Common Share Purchase
Rights held by Messrs. Steinhardt and Topor and employees of MSAMI and its
affiliates were forfeited to MSAMI, Messrs. Steinhardt and Topor would share the
right to direct the voting and investment of the 2,228,219 Common Shares for and
into which all of those Common Share Purchase Rights and all of the Units would
be converted or redeemed, on a fully converted and redeemed basis. Those
2,228,219 Common Shares would represent 12.9% of the issued and outstanding
Common Shares as of the date hereof. The filing of this Schedule 13G by Messrs.
Steinhardt and Topor shall not be construed as an admission that either or both
of them is, for the purposes of Section 13(d) or 13(g) of the Securities Act of
1934, as amended, the beneficial owner of any of the Common Share Purchase
Rights, Units or Common Shares that are covered by this Schedule 13G.
Specifically, Messrs. Steinhardt and Topor disclaim the beneficial ownership of
(i) all of the Units, as the Units cannot be converted by the holders thereof
within 60 days of the date hereof, (ii) all of the Common Share Purchase Rights
that have been assigned by MSAMI to individuals other than Messrs. Steinhardt
and Topor, as Messrs. Steinhardt and Topor do not have or share investment or
voting power over such Common Share Purchase Rights, and (iii) all of the Common
Share Purchase Rights held by entities under the direct or indirect control, or
held individually by either Mr. Steinhardt or Mr. Topor, as those Common Share
Purchase Rights are not exercisable within 60 days of the date hereof.
<PAGE>
CUSIP NO. 517942108
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(1) Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons
(entities only): Michael Steinhardt and Shimon Topor (filing as joint
filers pursuant to Rule 13d-1(k))
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b)
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: United States
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Number of Shares Beneficially Owned by Each (5) Sole Voting
Reporting Person Power: Mr. Topor 163,619*
(6) Shared Voting
Power: 2,228,219*
(7) Sole Dispositive
Power: Mr. Topor 163,619*
(8) Shared Dispositive
Power: 2,228,219*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: Mr.
Topor 2,228,219*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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(11) Percent of Class Represented by Amount in Row (9): 12.9%*
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(12) Type of Reporting Person (See Instructions): IN
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* Messrs. Steinhardt and Topor share the right to direct the voting and
investment of partnership interests (the "Units") in LaSalle Hotel Operating
Partnership, L.P. (the "Operating Partnership") by virtue of their direct and
indirect control of various entities holding the Units. The Operating
Partnership is an affiliate to LASALLE HOTEL PROPERTIES (the "Issuer"). Subject
to certain limitations, holders of the Units have the right to have each of
their Units redeemed by the Operating Partnership at any time beginning on April
29, 1999, for cash or in exchange for Common Shares of Beneficial Ownership (the
"Common Shares") of the Issuer. Assuming that all of such Units are redeemed in
exchange for Common Shares, Messrs. Steinhardt and Topor would, no earlier than
April 29, 1999, share the right to direct the voting
<PAGE>
and investment of 1,565,982 Common Shares. Messrs. Steinhardt and Topor share
the right to direct the voting and investment, by virtue of their direct and
indirect control of MS Asset Management, Inc., ("MSAMI") of a number of Common
Share Purchase Rights issued by the Issuer to MSAMI which have been sold and
assigned by MSAMI to Messrs. Steinhardt and Topor and certain employees of MSAMI
and its affiliates, subject to forfeiture under certain circumstances. If all of
those Common Share Purchase Rights were forfeited by their holders, including
Messrs. Steinhardt and Topor, assuming full exercise of such rights, Messrs.
Steinhardt and Topor would share the right to direct the voting and investment
of the 662,237 Common Shares for which such Common Share Purchase Rights were
exercised. Mr. Steinhardt owns Common Share Purchase Rights sold and assigned
directly to him by MSAMI as to 163,618 Common Shares; Mr. Topor owns Common
Share Purchase Rights sold and assigned directly to him by MSAMI as to 163,619
Common Shares. None of the Common Share Purchase Rights are exercisable until
April 29, 1999. Assuming all of the Common Share Purchase Rights held by Messrs.
Steinhardt and Topor and employees of MSAMI and its affiliates were forfeited to
MSAMI, Messrs. Steinhardt and Topor would share the right to direct the voting
and investment of the 2,228,219 Common Shares for and into which all of those
Common Share Purchase Rights and all of the Units would be converted or
redeemed, on a fully converted and redeemed basis. Those 2,228,219 Common Shares
would represent 12.9% of the issued and outstanding Common Shares as of the date
hereof. The filing of this Schedule 13G by Messrs. Steinhardt and Topor shall
not be construed as an admission that either or both of them is, for the
purposes of Section 13(d) or 13(g) of the Securities Act of 1934, as amended,
the beneficial owner of any of the Common Share Purchase Rights, Units or Common
Shares that are covered by this Schedule 13G. Specifically, Messrs. Steinhardt
and Topor disclaim the beneficial ownership of (i) all of the Units, as the
Units cannot be converted by the holders thereof within 60 days of the date
hereof, (ii) all of the Common Share Purchase Rights that have been assigned by
MSAMI to individuals other than Messrs. Steinhardt and Topor, as Messrs.
Steinhardt and Topor do not have or share investment or voting power over such
Common Share Purchase Rights, and (iii) all of the Common Share Purchase Rights
held by entities under the direct or indirect control, or held individually by
either Mr. Steinhardt or Mr. Topor, as those Common Share Purchase Rights are
not exercisable within 60 days of the date hereof.
<PAGE>
Item 1(a). Name Of Issuer: LASALLE HOTEL PROPERTIES
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Item 1(b). Address of Issuer's Principal Executive Offices: 220 East 42nd
Street, New York, New York 10017
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Item 2(a). Name of Person Filing: Michael Steinhardt and Shimon Topor
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Item 2(b). Address of Principal Business Office or, if None, Residence: 650
Madison Avenue, 17th Floor, New York, New York 10022
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Item 2(c). Citizenship: United States
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Item 2(d). Title of Class of Securities: Common Shares of Beneficial Interest
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Item 2(e). CUSIP No.: 517942108
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Item 3. If This Statement Is Filed Pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An Investment Adviser in accordance with ss.240.13d-1(b)(1)(ii)
(E);
(f) [ ] An Employee Benefit Plan or Endowment Fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A Parent Holding Company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
If this statement is file pursuant to ss.240.13d-1(c), check this box [X].
Item 4. Ownership
(a) Amount Beneficially Owned:
Mr. Steinhardt 2,228,219*
Mr. Topor 2,228,219*
(b) Percent of Class:
Mr. Steinhardt 12.9* Mr. Topor 12.9%*
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote
Mr. Steinhardt 163,618*, Mr. Topor 163,619*
------------------------------------------
(ii) shared power to vote or to direct the vote
2,228,219*
----------
(iii) sole power to dispose or to direct the disposition of Mr.
Steinhardt 163,618*, Mr. Topor 163,619*
(iv) shared power to dispose or to direct the disposition of
2,228,219*
* Messrs. Steinhardt and Topor share the right to direct the voting and
investment of partnership interests (the "Units") in LaSalle Hotel Operating
Partnership, L.P. (the "Operating Partnership") by virtue of their direct and
indirect control of various entities holding the Units. The Operating
Partnership is an affiliate to LASALLE HOTEL PROPERTIES (the "Issuer"). Subject
to certain limitations, holders of the Units have the right to have each of
their Units redeemed by the Operating Partnership at any time beginning on April
29, 1999, for cash or in exchange for Common Shares of Beneficial Ownership (the
"Common Shares") of the Issuer. Assuming that all of such Units are redeemed in
exchange for Common Shares, Messrs. Steinhardt and Topor would, no earlier than
April 29, 1999, share the right to direct the voting and investment of 1,565,982
Common Shares. Messrs. Steinhardt and Topor share the right to direct the voting
and investment, by virtue of their direct and indirect control of MS Asset
Management, Inc., ("MSAMI") of a number of Common Share Purchase Rights issued
by the Issuer to MSAMI which have been sold and assigned by MSAMI to Messrs.
Steinhardt and Topor and certain employees of MSAMI and its affiliates, subject
to forfeiture under certain circumstances. If all of those Common Share Purchase
Rights were forfeited by their holders,
<PAGE>
including Messrs. Steinhardt and Topor, assuming full exercise of such rights,
Messrs. Steinhardt and Topor would share the right to direct the voting and
investment of the 662,237 Common Shares for which such Common Share Purchase
Rights were exercised. Mr. Steinhardt owns Common Share Purchase Rights sold and
assigned directly to him by MSAMI as to 163,618 Common Shares; Mr. Topor owns
Common Share Purchase Rights sold and assigned directly to him by MSAMI as to
163,619 Common Shares. None of the Common Share Purchase Rights are exercisable
until April 29, 1999. Assuming all of the Common Share Purchase Rights held by
Messrs. Steinhardt and Topor and employees of MSAMI and its affiliates were
forfeited to MSAMI, Messrs. Steinhardt and Topor would share the right to direct
the voting and investment of the 2,228,219 Common Shares for and into which all
of those Common Share Purchase Rights and all of the Units would be converted or
redeemed, on a fully converted and redeemed basis. Those 2,228,219 Common Shares
would represent 12.9% of the issued and outstanding Common Shares as of the date
hereof. The filing of this Schedule 13G by Messrs. Steinhardt and Topor shall
not be construed as an admission that either or both of them is, for the
purposes of Section 13(d) or 13(g) of the Securities Act of 1934, as amended,
the beneficial owner of any of the Common Share Purchase Rights, Units or Common
Shares that are covered by this Schedule 13G. Specifically, Messrs. Steinhardt
and Topor disclaim the beneficial ownership of (i) all of the Units, as the
Units cannot be converted by the holders thereof within 60 days of the date
hereof, (ii) all of the Common Share Purchase Rights that have been assigned by
MSAMI to individuals other than Messrs. Steinhardt and Topor, as Messrs.
Steinhardt and Topor do not have or share investment or voting power over such
Common Share Purchase Rights, and (iii) all of the Common Share Purchase Rights
held by entities under the direct or indirect control, or held individually by
either Mr. Steinhardt or Mr. Topor, as those Common Share Purchase Rights are
not exercisable within 60 days of the date hereof.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group. N/A
<PAGE>
Item 10. Certification
By signing below we certify that, to the best of our 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 such securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
April 30, 1998
(Date)
/s/ Michael Steinhardt
(Signature)
/s/ Shimon Topor
(Signature)
Michael Steinhardt
(Name/Title)
Shimon Topor
(Name/Title)
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
<PAGE>
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated April 30, 1998
The undersigned hereby agree that the Schedule 13G with
respect to LASALLE HOTEL PROPERTIES dated as of the date hereof is filed on
behalf of each of the undersigned jointly pursuant to Rule 13d-1(k).
/s/ Michael Steinhardt
Michael Steinhardt
/s/ Shimon Topor
Shimon Topor
