SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LASALLE HOTEL PROPERTIES
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest
- --------------------------------------------------------------------------------
(Title of Class of Securities)
517942108
- --------------------------------------------------------------------------------
(CUSIP Number)
February 28, 1999
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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))
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each (5) Sole Voting
Reporting Person Power: Mr. Steinhardt 0*
(6) Shared Voting
Power: 2,228,219*
(7) Sole Dispositive
Power: Mr. Steinhardt 0*
(8) Shared Dispositive
Power: 2,228,219*
- --------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: Mr.
Steinhardt 2,228,219*
- --------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 12.8%*
- --------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
- --------------------------------------------------------------------------------
* 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
<PAGE>
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, indirectly 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 indirect control of
Steinhardt Realty Associates II, L.P. ("SRA-II"), of a number of Common Share
Purchase Rights issued by the Issuer to SRA-II. Assuming full exercise of such
rights, Messrs. Steinhardt and Topor would indirectly share the right to direct
the voting and investment of the 662,237 Common Shares for which such Common
Share Purchase Rights were exercised. None of the Common Share Purchase Rights
are exercisable until April 29, 1999. Assuming that all of the Units are
redeemed in exchange for Common Shares and all of the Common Share Purchase
Rights are fully exercised, Messrs. Steinhardt and Topor would, no earlier than
April 29, 1999, indirectly share the right to direct the voting and investment
of 2,228,219 Common Shares. Those 2,228,219 Common Shares would, to the
knowledge of Messrs. Steinhardt and Topor, represent approximately 12.8% 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.
<PAGE>
CUSIP NO. 517942108
- --------------------------------------------------------------------------------
(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))
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each (5) Sole Voting
Reporting Person Power: Mr. Topor 0*
(6) Shared Voting
Power: 2,228,219*
(7) Sole Dispositive
Power: Mr. Topor 0*
(8) Shared Dispositive
Power: 2,228,219*
- --------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: Mr. Topor
2,228,219*
- --------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 12.8%*
- --------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
- --------------------------------------------------------------------------------
* 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
<PAGE>
"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, indirectly 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 indirect control of
Steinhardt Realty Associates II, L.P. ("SRA-II"), of a number of Common Share
Purchase Rights issued by the Issuer to SRA-II. Assuming full exercise of such
rights, Messrs. Steinhardt and Topor would indirectly share the right to direct
the voting and investment of the 662,237 Common Shares for which such Common
Share Purchase Rights were exercised. None of the Common Share Purchase Rights
are exercisable until April 29, 1999. Assuming that all of the Units are
redeemed in exchange for Common Shares and all of the Common Share Purchase
Rights are fully exercised, Messrs. Steinhardt and Topor would, no earlier than
April 29, 1999, indirectly share the right to direct the voting and investment
of 2,228,219 Common Shares. Those 2,228,219 Common Shares would, to the
knowledge of Messrs. Steinhardt and Topor, represent approximately 12.8% 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.
<PAGE>
Item 1(a). Name Of Issuer: LASALLE HOTEL PROPERTIES
- --------------------------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices: 1401 Eye Street,
N.W., Suite 900, Washington, D.C. 20005
- --------------------------------------------------------------------------------
Item 2(a). Name of Person Filing: Michael Steinhardt and Shimon Topor
- --------------------------------------------------------------------------------
Item 2(b). Address of Principal Business Office or, if None, Residence:
650 Madison Avenue, 17th Floor, New York, New York 10022
- --------------------------------------------------------------------------------
Item 2(c). Citizenship: United States
- --------------------------------------------------------------------------------
Item 2(d). Title of Class of Securities: Common Shares of Beneficial Interest
- --------------------------------------------------------------------------------
Item 2(e). CUSIP No.: 517942108
- --------------------------------------------------------------------------------
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);
<PAGE>
(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 12.8* Mr. Topor 12.8%*
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote Mr. Steinhardt 0*,
Mr. Topor 0*
(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 0*, Mr. Topor 0*
(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, indirectly 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 indirect control of
Steinhardt Realty Associates II, L.P. ("SRA-II"), of a number of Common Share
Purchase Rights issued by the Issuer to SRA-II. Assuming full exercise of such
rights, Messrs. Steinhardt and Topor would indirectly share the right to direct
the voting and investment of the 662,237 Common Shares for which such Common
<PAGE>
Share Purchase Rights were exercised. None of the Common Share Purchase Rights
are exercisable until April 29, 1999. Assuming that all of the Units are
redeemed in exchange for Common Shares and all of the Common Share Purchase
Rights are fully exercised, Messrs. Steinhardt and Topor would, no earlier than
April 29, 1999, indirectly share the right to direct the voting and investment
of 2,228,219 Common Shares. Those 2,228,219 Common Shares would, to the
knowledge of Messrs. Steinhardt and Topor, represent approximately 12.8% 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.
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 27, 1999
(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 27, 1999
The undersigned hereby agree that the Amendment No. 1 to 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
