SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
La Quinta Inns, Inc.
(Name of Issuer)
Common Stock, $0.10 Par Value Per Share
(Title of Class of Securities)
504195108
(Cusip Number)
W. R. Cotham
201 Main Street, Suite 2600, Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1995
(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(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
*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
disclosures 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 ("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).
**The total number of shares reported herein is 14,818,030 shares, which
constitutes approximately 28.1% of the 52,649,475 shares deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act. All other ownership
percentages set forth herein assume that there are 52,467,225 shares
outstanding unless otherwise stated.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Thomas M. Taylor is a citizen
of the United States of America.
7. Sole Voting Power: 2,333,520 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 2,025,000 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,333,520 (1)
Person
With
10. Shared Dispositive Power: 2,025,000 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,419,270 (1)(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.4%(4)
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his capacity as President of Thomas M. Taylor & Co. with
respect to 2,307,520 shares and in his capacity as President and
sole stockholder of Trinity Capital Management, Inc., which is the
sole general partner of TF Investors, L.P., which is the sole
general partner of Trinity I Fund, L.P., which is the sole
stockholder of Portfolio Associates, Inc., which is the sole general
partner of Portfolio Partners, L.P., with respect to 26,000 shares.
(2) Solely in his capacity as President and sole shareholder of TMT-FW,
Inc., which is one of two general partners of EBD L.P., which is the
sole general partner of The Airlie Group L.P., with respect to
2,025,000 shares.
(3) Assumes the exercise of director options held by Mr. Taylor to
purchase 60,750 shares of Common stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 52,527,975 shares of Common stock outstanding, which number
includes options to purchase 60,750 shares of Common Stock held by
Mr. Taylor.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor & Co.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Margin Account
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,307,520 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,307,520 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,307,520
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.4%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Thomas M. Taylor.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity I Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 26,000 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 26,000 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
26,000 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors,
L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio
Associates, Inc., which is the sole general partner of Portfolio
Partners, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 26,000 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 26,000 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
26,000 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I
Fund, L.P., which is the sole stockholder of Portfolio Associates,
Inc., which is the sole general partner of Portfolio Partners, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 26,000 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 26,000 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
26,000 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF Investors,
L.P., which is the sole general partner of Trinity I Fund, L.P.,
which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio Partners, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
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
7. Sole Voting Power: 26,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 26,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
26,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Associates, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 26,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 26,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
26,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio
Partners, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Sources of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,765,305 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,765,305 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,765,305
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Sid R. Bass is a citizen of
the United States of America.
7. Sole Voting Power: 2,765,305 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,765,305 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,765,305 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his capacity as the President of Sid R. Bass, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Sources of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,765,305 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,765,305 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,765,305
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Lee M. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Lee M. Bass is a citizen of
the United States of America.
7. Sole Voting Power: 2,765,305 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,765,305 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,765,305 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his capacity as the President of Lee M. Bass, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,861,392 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,861,392 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,861,392
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its sole trustee, Perry R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Perry R. Bass is a citizen of
the United States of America.
7. Sole Voting Power: 2,861,392 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,861,392 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,861,392 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his capacities as sole trustee and as one of two trustors
of The Bass Management Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nancy L. Bass is a citizen of
the United States of America.
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,861,392 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust and by virtue of her ability to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Peter Sterling
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Peter Sterling is a citizen
of the United States of America.
7. Sole Voting Power: 226,124
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 226,124
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
286,874 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5% (2)
14. Type of Reporting Person: IN
- ----------------------------
(1) Assumes the exercise of director options held by Mr. Sterling to
purchase 60,750 shares of Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 52,527,975 shares of Common Stock outstanding, which number
includes options to purchase 60,750 shares of Common Stock held by
Mr. Sterling.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Airlie Group L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
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
7. Sole Voting Power: 2,025,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,025,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,025,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.9%
14. Type of Reporting Person: PN
- ----------------------------
(1) Power is exercised through its sole general partner, EBD L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
EBD L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 2,025,000 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,025,000 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,025,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.9%
14. Type of Reporting Person: PN
- ----------------------------
(1) Solely in its capacity as the sole general partner of The Airlie
Group L.P.
(2) Power is exercised through its two general partners, Dort A.
Cameron, III and TMT-FW, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Dort A. Cameron, III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Dort A. Cameron, III is a
citizen of the United States of America.
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 2,025,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,025,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,025,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.9%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his capacity as one of two general partners of EBD L.P.,
which is the sole general partner of The Airlie Group L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TMT-FW, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 2,025,000 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,025,000 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,025,000 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.9%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as one of two general partners of EBD L.P.,
which is the sole general partner of The Airlie Group L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
William P. Hallman, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF and Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: William P. Hallman, Jr. is a
citizen of the United States of America.
7. Sole Voting Power: 1,253,273 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,253,273 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,253,273 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his individual capacity with respect to 168,750 shares and
in his capacity as the trustee of (a) Annie R. Grandson's Trust for
Sid R. Bass with respect to 537,537 shares, (b) Annie R. Bass
Grandson's Trust for Lee M. Bass with respect to 537,537 shares, (c)
Donald J. McNamara, III Trust with respect to 1,012 shares, and (d)
Peter Sterling Trusts with respect to 8,437 shares.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Annie R. Bass Grandson's Trust for Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 537,537 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 537,537 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
537,537
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.0%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Annie R. Bass Grandson's Trust for Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 537,537 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 537,537 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
537,537
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.0%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Donald J. McNamara, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Donald J. McNamara, Jr. is a
citizen of the United States of America.
7. Sole Voting Power: 353,362
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 353,362
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
414,112 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.8% (2)
14. Type of Reporting Person: IN
- ----------------------------
(1) Assumes the exercise of director options held by Mr. McNamara to
purchase 60,750 shares of the Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 52,527,975 shares of Common Stock outstanding, which number
includes options to purchase 60,750 shares of Common Stock held by
Mr. McNamara.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Donald J. McNamara, III Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,012 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,012 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,012
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Peter Sterling Trusts
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 8,437 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,437 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
8,437
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through the trustee of such trusts, William P.
Hallman, Jr.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Douglas K. Bratton
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Douglas K. Bratton is a
citizen of the United States of America.
7. Sole Voting Power: 11,687 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 5,375 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 11,687 (1)
Person
With
10. Shared Dispositive Power: 5,375 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
17,062 (1) (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his capacity as President of the Bratton Family Foundation
with respect to 10,000 shares.
(2) 5,375 shares are owned in joint tenancy with his wife, Anne M.
Bratton.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Anne Marie Bratton
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Anne Marie Bratton is a
citizen of the United States of America.
7. Sole Voting Power: 1,687 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 5,375 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,687 (1)
Person
With
10. Shared Dispositive Power: 5,375 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,062 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in her capacity as the sole trustee of a trust for the
benefit of her minor son, with respect to 1,687 shares.
(2) 5,375 shares are owned in joint tenancy with her husband, Douglas K.
Bratton.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bratton Family Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00--Other
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 10,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 10,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Douglas K. Bratton.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas W. Briggs
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Thomas W. Briggs is a citizen
of the United States of America.
7. Sole Voting Power: 16,875
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 16,875
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
16,875
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
Michael N. Christodolou
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Michael N. Christodolou is a
citizen of the United States of America.
7. Sole Voting Power: 10,125
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 10,125
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,125
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
W. Forrest Tempel
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: W. Forrest Tempel is a citizen
of the United States of America.
7. Sole Voting Power: 3,375
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,375
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,375
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend and restate in its entirety their
Schedule 13D Statement dated January 15, 1988, as amended by Amendment No. 1
dated June 9, 1988, by Amendment No. 2 dated September 7, 1988, by Amendment
No. 3 dated January 20, 1989, by Amendment No. 4 dated February 23, 1989, by
Amendment No. 5 dated June 12, 1989, by Amendment No. 6 dated April 27, 1990,
by Amendment No. 7 dated October 1, 1990, by Amendment No. 8 dated October 18,
1990, by Amendment No. 9 dated January 23, 1991, by Amendment No. 10 dated
February 7, 1991, by Amendment No. 11 dated May 16, 1991, by Amendment No. 12
dated May 30, 1991, by Amendment No. 13 dated June 7, 1991, by Amendment No.
14 dated June 21, 1991, by Amendment No. 15 dated October 25, 1991, by
Amendment No. 16 dated January 9, 1992 , by Amendment No. 17 dated January 13,
1992, by Amendment No. 18 dated March 10, 1993, and by Amendment No. 19 dated
March 25, 1993 (the "Schedule 13D"), relating to the Common Stock, par value
$0.10 per share, of La Quinta Inns, Inc. Unless otherwise indicated, all
defined terms used herein shall have the same meanings as those set forth in
the Schedule 13D. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this
filing includes an amended and restated composite of all paper filings to date
made by the Reporting Persons (as hereinafter defined) on Schedule 13D with
respect to La Quinta Inns, Inc.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $0.10 per
share (the "Stock"), of La Quinta Inns, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at Weston Centre, 112 East Pecan
Street, P. O. Box 2636, San Antonio, Texas 78229-2636.
ITEM 2. IDENTITY AND BACKGROUND.
(a)
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf
of Thomas M. Taylor ("TMT"), Thomas M. Taylor & Co., a Texas corporation
("Taylor & Co."), Trinity I Fund, L.P., a Delaware limited partnership
("TIF"), TF Investors, L.P., a Delaware limited partnership ("TFI"), Trinity
Capital Management, Inc., a Delaware corporation ("TCM"), Portfolio Partners,
L.P., a Delaware limited partnership ("Portfolio"), Portfolio Associates,
Inc., a Delaware corporation ("PA"), Sid R. Bass, Inc., a Texas corporation
(SRB, Inc."), Sid R. Bass ("SRB"), Lee M. Bass, Inc., a Texas corporation
("LMB, Inc."), Lee M. Bass ("LMB"), The Bass Management Trust, a Texas trust
("BMT"), Perry R. Bass ("PRB"), Nancy Lee Bass ("NLB"), Peter Sterling ("PS"),
The Airlie Group L.P., a Delaware limited partnership ("TAG"), EBD, L.P., a
Delaware limited partnership ("EBD"), Dort A. Cameron, III ("DAC"), TMT-FW,
Inc., a Texas corporation ("TMT-FW"), William P. Hallman, Jr ("WPH"), Annie R.
Bass Grandson's Trust for Sid R. Bass, a Texas trust ("ARBS"), Annie R. Bass
Grandson's Trust for Lee M. Bass, a Texas trust ("ARBL"), Donald J. McNamara,
("DJM"), Donald J. McNamara, III Trust, a Texas trust ("DJM3"), Peter Sterling
Trusts, a Texas trust ("PST"), Douglas K. Bratton ("DKB"), Annie Marie Bratton
("AMB"), The Bratton Family Foundation ("Foundation"), Thomas W. Briggs
("TWB"), Michael N. Christodolou ("MNC") and W. Forrest Tempel ("WFT"). TMT,
Taylor & Co., TIF, TFI, TCM, Portfolio, PA, SRB, SRB, Inc., LMB, LMB, Inc.,
BMT, PRB, NLB, PS, TAG, EBD, DAC, TMT-FW, WPH, ARBS, ARBL, DJM, DJM3, PST,
DKB, AMB, Foundation TWB, MNC and WFT are sometimes hereinafter referred to
as the "Reporting Persons." The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that a group exists.
(b) - (c)
TMT
TMT's business address is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102, and his present principal occupation or employment at such
address is President of Taylor & Co.
Taylor & Co.
Taylor & Co. is a Texas corporation, the principal business of which
is the rendering of investment consulting services to third parties. The
principal business address of Taylor & Co., which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, the name, residence or business
address, and present principal occupation or employment of each director and
executive officer of Taylor & Co. are as follows:
Residence or Principal Occupation
Name Business Address or Employment
TMT See answers above. See answers above.
W. Robert
Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Ft. Worth, Tx. 76102 Bass Enterprises
Production Co.
("BEPCO")
Gary W. Reese 201 Main Street Treasurer of
Suite 2600 BEPCO
Ft. Worth, Tx., 76102
BEPCO is a Texas corporation. BEPCO's principal business is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
TIF
TIF is a Delaware limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of TIF, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to TFI, the sole general partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business of
which is serving as the sole general partner of TIF. The principal business
address of TFI, which also serves as its principal office, is 201 Main Street,
Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule
13D of the Act, information with respect to TCM, the sole general partner of
TFI, is set forth below.
TCM
TCM is a Delaware corporation, the principal business of which is
serving as the sole general partner of TFI. The principal business address of
TCM, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of
the Act, the name, residence or business address, and present principal
occupation or employment of each director, executive officer and controlling
person of TCM are as follows:
Residence or Principal Occupation
Name Business Address Or Employment
TMT See answers above. See answers above.
W. Robert Cotham See answers above. See answers above.
Portfolio
Portfolio is a Delaware limited partnership, the principal business
of which is the purchase, sale, exchange, acquisition and holding of
investment securities. The principal business address of Portfolio, which
also serves as its principal office, is 201 Main Street, Suite 3200, Fort
Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to PA, the sole general partner of Portfolio, is set
forth below.
PA
PA is a Delaware corporation, the principal business of which is
serving as the sole general partner of Portfolio. The principal business
address of PA, which also serves as its principal office, is 201 Main Street,
Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule
13D of the Act, the name, residence or business address, and present principal
occupation or employment of each director, executive officer and controlling
person (in addition to TIF) of PA are as follows:
Residence or Principal Occupation
Name Business Address Or Employment
TMT See answers above. See answers above.
W. Robert Cotham See answers above. See answers above.
SRB, Inc.
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses
are the ownership and operation of oil and gas properties (through BEPCO), the
ownership and operation of gas processing plants and carbon black plants
(through various partnerships), farming, investing in marketable securities
and real estate investment and development. The principal business address of
SRB, Inc., which also serves as its principal office, is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule
13D of the Act, the name, residence or business address and present principal
occupation or employment of each director and executive officer of SRB, Inc.
are as follows:
Residence or Principal Occupation
Name Business Address or Employment
SRB 201 Main Street President of SRB, Inc.
Suite 2700
Ft. Worth, Texas 76102
PRB 201 Main Street President of Perry R.
Suite 2700 Bass, Inc. ("PRB, Inc.")
Ft. Worth, Texas 76102
LMB 201 Main Street President of LMB, Inc.
Suite 2700
Ft. Worth, Texas 76102
W. Robert See answers above. See answers above.
Cotham
PS 201 Main Street Vice President-
Suite 2700 Finance of SRB, Inc.,
Ft. Worth, Texas 76102 PRB, Inc. and LMB,
Inc.
Gary W. Reese See answers above. See answers above.
PRB, Inc. is a Texas corporation. PRB, Inc.'s principal business is
the ownership of oil and gas properties, ranching, investing in marketable
securities and real estate investment. The principal business address of PRB,
Inc., which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102
SRB
See answers above.
LMB, Inc.
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses
are the ownership and operation of oil and gas properties (through BEPCO), the
ownership and operation of gas processing plants and carbon black plants
(through various partnerships), farming, investing in marketable securities
and real estate investment and development. The principal business address of
LMB, Inc., which also serves as its principal office, is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule
13D of the Act, the name, residence or business address and present principal
occupation or employment of each director and executive officer of LMB, Inc.
are as follows:
Residence or Principal Occupation
Name Business Address or Employment
LMB See answers above. See answers above.
SRB See answers above. See answers above.
PRB See answers above. See answers above.
W. Robert Cotham See answers above. See answers above.
PS See answers above. See answers above.
Gary W. Reese See answers above. See answers above.
LMB
See answers above.
BMT
BMT is a revocable grantor trust established pursuant to the Texas
Trust Act. The principal business address of BMT, which also serves as its
principal office, 201 Main Street, Suite 2700, Fort Worth, Texas 76102. PRB
is one of the Trustors and the sole Trustee of BMT.
PRB
See answers above.
NLB
NLB's residence address is 45 Westover Road, Fort Worth, Texas
76107, and she is not presently employed. NLB is the other Trustor of BMT.
PS
See answers above.
TAG
TAG is a Delaware limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of TAG, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to EBD, the sole general partner of TAG, is set forth below.
EBD
EBD is a Delaware limited partnership, the principal business of
which is serving as the sole general partner of TAG. The principal business
address of EBD, which also serves as its principal office, is 201 Main Street,
Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule
13D of the Act, information with respect to DAC and TMT-FW, the general
partners of EBD, is set forth below.
DAC
DAC's business address is 115 East Putnam Avenue, Greenwich,
Connecticut 06830. DAC's principal occupation or employment is serving as
one of two general partners of EBD.
TMT-FW
TMT-FW is a Texas corporation, the principal business of which is
serving as one of two general partners of EBD. The principal business address
of TMT-FW, which also serves as its principal office, is 201 Main Street,
Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule
13D of the Act, the name, residence or business address, and present principal
occupation or employment of each director, executive officer and controlling
person of TMT-FW are as follows:
Residence or Principal Occupation
Name Business Address or Employment
TMT See answers above. See answers above.
W. Robert Cotham See answers above. See answers above.
WPH
The principal business address of WPH is 201 Main Street, Suite
2500, Fort Worth, Texas 76102. WPH's principal occupation is as a shareholder
of Kelly, Hart & Hallman, a professional corporation, 201 Main Street, Suite
2500, Fort Worth, Texas 76102. The principal business of Kelly, Hart &
Hallman is that of a law firm.
ARBS
ARBS is a testamentary trust existing under the laws of the State of
Texas, with WPH as trustee. The business address of ARBS is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102.
ARBL
ARBL is a testamentary trust existing under the laws of the State of
Texas, with WPH as trustee. The business address of ARBL is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102.
DJM
The principal business address of DJM is 4200 Texas Commerce Tower
West, 2200 Ross Avenue, Dallas, Texas 75201. DJM's principal occupation is
Chairman and Chief Executive Officer of The Hampstead Group, 4200 Texas
Commerce Tower West, 2200 Ross Avenue, Dallas, Texas 75201. The principal
business of the Hampstead Group is that of a real estate investment firm.
DJM3
DJM3 is a trust existing under the laws of the State of Texas for
the benefit of a minor son of DJM, with WPH as trustee. The business address
of DJM3 is 2200 Ross Avenue, Suite 4200, Dallas, Texas 75201.
PST
PST are trusts existing under the laws of the State of Texas for the
benefit of minor children of PS, with WPH as trustee. The business address of
PST is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
DKB
DKB's business address is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102. DKB's principal occupation or employment is serving as an
executive of TAG.
AMB
AMB's residence address is 47 Valley Ridge Road, Fort Worth, Texas
76107 and she is not presently employed.
FOUNDATION
Foundation is a Texas non-profit corporation. The business address
of the Foundation is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person of Foundation are as
follows:
Name Residence or Principal Occupation
Business Address or Employment
DKB See answers above. See answers above.
AMB See answers above. See answers above.
Alvin R. Rozelle P.O. Box 9773 Investments
Rancho Santa Fe, CA
92067
TWB
TWB's business address is 201 Main Street, Suite 2500, Fort Worth,
Texas 76102. TWB's principal occupation or employment is serving as a
director of Kelly, Hart & Hallman, a professional corporation. Kelly, Hart &
Hallman is a law firm and its business address is the same as that of TWB.
MNC
MNC's business address is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102. MNC's principal occupation or employment is serving as an
executive of Taylor & Co.
WFT
WFT's business address is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102. WFT's principal occupation or employment is serving as an
executive of Taylor & Co.
(d)
None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e)
None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding 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 finding any violation with respect to such
laws.
(f)
All of the natural persons identified in this Item 2 are citizens of
the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the
Reporting Persons to purchase shares of the Stock are set forth below.
Reporting Person Source of Funds Amount of Funds
TMT Not Applicable (7) Not Applicable
Taylor & Co. Margin Account at
Merrill Lynch Pierce
Fenner & Smith
Incorporated (1)(2) $26,029,817.41(3)
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
Portfolio Working Capital (2) $ 674,559.60
PA Not Applicable Not Applicable
SRB, Inc. Working Capital(2) $12,039,882.80
SRB Not Applicable Not Applicable
LMB, Inc. Working Capital(2) $12,039,882.80
LMB Not Applicable Not Applicable
BMT Trust Funds(6) $26,682,972.43
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
PS Personal Funds(4),(7) $ 1,125,550.74
TAG Working Capital(2) $14,137,084.93
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
TMT-FW Not Applicable Not Applicable
WPH Personal Funds(4) $ 996,854.25
ARBS Trust Funds(6) $ 3,799,193.53
ARBL Trust Funds(6) $ 3,799,193.53
DJM Personal Funds(4),(7) $ 1,560,740.50(5)
DJM3 Trust Funds(6) $ 7,068.54
PST Trust Funds(6) $ 58,904.52
DKB/AMB Personal Funds(4) $ 141,370.90
FOUNDATION Other(8) $ 211,250.00
TWB Personal Funds(4) $ 117,809.04
MNC Personal Funds(4) $ 70,685.42
WFT Personal Funds(4) $ 23,561.81
(1) Taylor & Co.'s cash obligations pursuant to such margin account
purchases were satisfied with Working Capital.
(2) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. None of the funds reported herein as "Working Capital" were borrowed
or otherwise obtained for the specific purpose of acquiring, handling, trading
or voting the Stock.
(3) This figure represents the total amount expended by Taylor &
Co. for all purchases of shares of the Stock, without subtracting sales.
Therefore, such figure does not accurately reflect Taylor & Co.'s current net
investment in shares of the Stock. Taylor & Co. has recouped through sales
its entire investment in shares of the Stock.
(4) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(5) This figure includes $1,450,000.00 borrowed from PRB Financial
Services, Inc. pursuant to a five-year term loan entered into in 1992.
(6) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(7) The sums reported above do not include any funds that may be
expended in the future by any of the Reporting Persons to acquire additional
shares of the Stock upon exercise of the options reported herein. It is
expected that each of TMT, PS and DJM would use personal funds to exercise the
options held by each of them.
(8) Shares of the Stock held by Foundation were gifted to the
Foundation by DKB.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares of
the Stock reported herein for investment purposes. Depending on market
conditions and other factors that each of the Reporting Persons may deem
material to its investment decision, such Reporting Person may purchase
additional shares of the Stock in the open market or in private transactions.
Depending on these same factors, such Reporting Person may sell all or a
portion of the shares of the Stock that it now owns or hereafter may acquire.
The Reporting Persons have not determined whether to exercise any of
the options to purchase Stock reported herein, and any determination to
exercise such options will be based on the same factors set forth above with
respect to purchases.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
TMT
Because of his positions as (i) President of Taylor & Co., (ii)
President and sole shareholder of TMT-FW, which is one of two general partners
of EBD, the sole general partner of TAG, and (iii) President and sole
stockholder of TCM, which is the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole stockholder of PA, which is the
sole general partner of Portfolio, and because he holds director stock options
to purchase 60,750 shares of the Stock, TMT may, pursuant to Rule 13d-3, be
deemed to be the beneficial owner of 4,419,270 shares of the Stock in the
aggregate, which constitutes approximately 8.4% of the 52,527,975 shares of
the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Taylor & Co.
The aggregate number of shares of the Stock that Taylor & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,307,520, which
constitutes approximately 4.4% of the outstanding shares of the Stock.
TIF
Because of its position as the sole stockholder of PA, which is the
sole general partner of Portfolio, TIF may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 26,000 shares of the Stock, which
constitutes less than 0.1% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is
the sole stockholder of PA, which is the sole general partner of Portfolio,
TFI may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 26,000 shares of the Stock, which constitutes less than 0.1% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is
the sole general partner of TIF, which is the sole stockholder of PA, which is
the sole general partner of Portfolio, TCM may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 26,000 shares of the Stock, which
constitutes less than 0.1% of the outstanding shares of the Stock.
Portfolio
The aggregate number of shares of the Stock that Portfolio owns
beneficially, pursuant to Rule 13d-3 of the Act, is 26,000, which constitutes
less than 0.1% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of Portfolio, PA
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 26,000 shares of the Stock, which constitutes less than 0.1% of the
outstanding shares of the Stock.
SRB, Inc.
The aggregate number of shares of the Stock that SRB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,765,305, which
constitutes approximately 5.3% of the outstanding shares of the Stock.
SRB
Because of his position as President of SRB, Inc., SRB may, pursuant
to Rule 13d-3, be deemed to be the beneficial owner of 2,765,305 shares of the
Stock, which constitutes approximately 5.3% of the outstanding shares of the
Stock.
LMB, Inc.
The aggregate number of shares of the Stock that LMB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,765,305, which
constitutes approximately 5.3% of the outstanding shares of the Stock.
LMB
Because of his position as President of LMB, Inc., LMB may, pursuant
to Rule 13d-3, be deemed to be the beneficial owner of 2,765,305 shares of the
Stock, which constitutes approximately 5.3% of the outstanding shares of the
Stock.
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,861,392, which
constitutes approximately 5.5% of the outstanding shares of the Stock.
PRB
Because of his positions as Trustee and a Trustor of BMT, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,861,392 shares of the Stock, which constitutes approximately 5.5% of the
outstanding shares of the Stock.
NLB
Because of her position as a Trustor of BMT, NLB may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,861,392
shares of the Stock, which constitutes approximately 5.5% of the outstanding
shares of the Stock.
PS
The aggregate number of shares of the Stock that PS owns
beneficially, pursuant to Rule 13d-3 of the Act, is 286,874 which includes
director stock options to purchase 60,750 shares of the Stock, which in the
aggregate constitutes approximately 0.5% of the 52,527,975 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
TAG
The aggregate number of shares of the Stock that TAG owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 2,025,000 which
constitutes approximately 3.9% of the outstanding shares of the Stock.
EBD
Because of its position as the sole general partner of TAG, EBD may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,025,000 shares of the Stock, which constitutes approximately 3.9% of the
outstanding shares of the Stock.
DAC
Because of his position as one of two general partners of EBD, the
sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 2,025,000 shares of the Stock, which
constitutes approximately 3.9% of the outstanding shares of the Stock.
TMT-FW
Because of its position as one of two general partners of EBD, the
sole general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 2,025,000 shares of the Stock, which
constitutes approximately 3.9% of the outstanding shares of the Stock.
WPH
Because of his positions as the trustee of each of ARBS, ARBL, DJM3
and PST, and because of his individual ownership of 168,750 shares of the
Stock, WPH may, pursuant to Rule 13d-3, be deemed to be the beneficial owner
of 1,253,273 shares of the Stock in the aggregate, which constitutes
approximately 2.4% of the outstanding shares of the Stock.
ARBS
The aggregate number of shares of the Stock that ARBS owns
beneficially, pursuant to Rule 13d-3 of the Act, is 537,537, which constitutes
approximately 1.0% of the outstanding shares of the Stock.
ARBL
The aggregate number of shares of the Stock that ARBL owns
beneficially, pursuant to Rule 13d-3 of the Act, is 537,537, which constitutes
approximately 1.0% of the outstanding shares of the Stock.
DJM
The aggregate number of shares of the Stock that DJM owns
beneficially, pursuant to Rule 13d-3 of the Act, is 414,112 which includes
director stock options to purchase 60,750 shares of the Stock, which in the
aggregate constitutes approximately 0.8% of the 52,527,975 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
DJM3
The aggregate number of shares of the Stock that DJM3 owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,012, which constitutes
less than 0.1% of the outstanding shares of the Stock.
PST
The aggregate number of shares of the Stock that PST owns
beneficially, pursuant to Rule 13d-3 of the Act, is 8,437, which constitutes
less than 0.1% of the outstanding shares of the Stock.
DKB
The aggregate number of shares of the Stock that DKB owns
beneficially, pursuant to Rule 13d-3 of the Act, as a joint tenant with AMB is
5,375. The aggregate number of shares of the Stock that DKB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,687, which, together
with the 5,375 shares he owns as a joint tenant with AMB and the 10,000 shares
held by Foundation that DKB may, pursuant to Rule 13d-3 of the Act, be deemed
to own beneficially by virtue of his position as President of the Foundation,
constitutes less than 0.1% of the outstanding shares of the Stock.
AMB
The aggregate number of shares of the Stock that AMB owns
beneficially, pursuant to Rule 13d-3 of the Act, as a joint tenant with DKB is
5,375. Because of her position as the sole trustee of a trust for the benefit
of her minor son, AMB may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of an additional 1,687 shares of the Stock, which,
together with the 5,375 shares she owns as a joint tenant with DKB,
constitutes less than 0.1% of the outstanding shares of the Stock.
Foundation
The aggregate number of shares of the stock that the Foundation owns
beneficially, pursuant to Rule 13d-3 of the Act, is 10,000 shares of the
Stock, which constitutes less than 0.1% of outstanding shares of the Stock.
TWB
The aggregate number of shares of the Stock that TWB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 16,875, which constitutes
less than 0.1% of the outstanding shares of the Stock.
MNC
The aggregate number of shares of the Stock that MNC owns
beneficially, pursuant to Rule 13d-3 of the Act, is 10,125, which constitutes
less than 0.1% of the outstanding shares of the Stock.
WFT
The aggregate number of shares of the Stock that WFT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 3,375, which constitutes
less than 0.1% of the outstanding shares of the Stock.
In addition, an irrevocable trust (the "Taylor Trust") for the
benefit of a son of TMT owns 3,375 shares of the Stock, which constitutes less
than 0.1% of the outstanding shares of the Stock. TMT's mother, Annette B.
Taylor, serves as Trustee of the Taylor Trust, and TMT disclaims beneficial
ownership of the shares of the Stock it owns.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TMT
In his capacity as the President of Taylor & Co., TMT has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 2,307,520 shares of the Stock. In his capacity as President
and sole stockholder of TCM, which is the sole general partner of TFI, which
is the sole general partner of TIF, which is the sole stockholder of PA, which
is the sole general partner of Portfolio, TMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 26,000 shares
of the Stock. In his capacity as the President and sole shareholder of
TMT-FW, which is one of two general partners of EBD, the sole general partner
of TAG, TMT has shared power to vote or to direct the vote and to dispose or
to direct the disposition of 2,025,000 shares of the Stock.
Taylor & Co.
Acting through its President, Taylor & Co. has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
2,307,520 shares of the Stock.
TIF
As the sole stockholder of PA, which is the sole general partner of
Portfolio, TIF has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 26,000 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of
PA, which is the sole general partner of Portfolio, TFI has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
26,000 shares of the Stock.
TCM
As the sole general partner of TFI, which is the sole general
partner of TIF, which is the sole stockholder of PA, which is the sole general
partner of Portfolio, TCM has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 26,000 shares of the Stock.
Portfolio
Acting through its sole general partner, Portfolio has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 26,000 shares of the Stock.
PA
As the sole general partner of Portfolio, PA has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
26,000 shares of the Stock.
SRB, Inc.
Acting through its President, SRB, Inc. has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,765,305
shares of the Stock.
SRB
In his capacity as President of SRB, Inc., SRB has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
2,765,305 shares of the Stock.
LMB, Inc.
Acting through its President, LMB, Inc. has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,765,305
shares of the Stock.
LMB
In his capacity as President of LMB, Inc., LMB has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
2,765,305 shares of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,861,392
shares of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 2,861,392
shares of the Stock.
NLB
NLB has no sole or shared power to vote or to direct the vote or to
dispose or to direct the disposition of any shares of the Stock.
PS
PS has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 226,124 shares of the Stock.
TAG
Acting through its sole general partner, TAG has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
2,025,000 shares of the Stock.
EBD
As the sole general partner of TAG, EBD has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,025,000
shares of the Stock.
DAC
As one of two general partners of EBD, which is the sole general
partner of TAG, DAC has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 2,025,000 shares of the Stock.
TMT-FW
As one of two general partners of EBD, which is the sole general
partner of TAG, TMT-FW has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 2,025,000 shares of the Stock.
WPH
Acting in his individual capacity and in his capacity as Trustee of
each of ARBS, ARBL, DJM3, and PST, WPH has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 1,253,273 shares of
the Stock.
ARBS
Acting through its Trustee, ARBS has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 537,537 shares
of the Stock.
ARBL
Acting through its Trustee, ARBL has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 537,537 shares
of the Stock.
DJM
DJM has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 353,362 shares of the Stock.
DJM3
Acting through its Trustee, DJM3 has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,012 shares of
the Stock.
PST
Acting through its Trustee, PST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 8,437 shares of
the Stock.
DKB
Acting in his individual capacity and in his capacity as President
of Foundation, DKB has the sole power to vote or to direct the vote and to
dispose or direct the disposition of 11,687 shares of the Stock. As joint
tenant with his wife, AMB, DKB has shared power to vote or to direct the vote
and to dispose or to direct the disposition of 5,375 shares of the Stock.
AMB
As Trustee of a trust for the benefit of her minor son, AMB has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,687 shares of the Stock. As joint tenant with her husband,
DKB, AMB has shared power to vote or to direct the vote and to dispose or to
direct the disposition of 5,375 shares of the Stock.
Foundation
Acting through its President, the Foundation has the sole power to
vote or to direct the vote and to dispose or direct the disposition of 10,000
shares of the Stock.
TWB
TWB has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 16,875 shares of the Stock.
MNC
MNC has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 10,125 shares of the Stock.
WFT
WFT has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 3,375 shares of the Stock.
In addition, Annette B. Taylor, in her capacity as Trustee of the
Taylor Trust, has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of the 3,375 shares of Stock owned by the Trust.
(c) During the past 60 days, the Reporting Persons have purchased
shares of the Stock in transactions on the New York Stock Exchange, as
follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
ARBS 11-17-95 1,250 $24.94
ARBL 11-17-95 1,250 24.94
Portfolio 11-21-95 26,000 25.95
Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in shares of the Stock
during the past 60 days.
(d)
Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of the Stock
owned by such Reporting Person.
(e)
It is inapplicable for the purposes herein to state the date on
which the Reporting Persons ceased to be the owners of more than five percent
of the outstanding securities of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or
relationships with respect to the shares of the Stock owned by the Reporting
Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
Exhibit 24.1 -- Power of Attorney of The Bratton Family Foundation,
filed herewith.
<PAGE>
<PAGE>
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: November 21, 1995
/S/ W. R. COTHAM
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR(1)
SID R. BASS(2)
LEE M. BASS(3)
THE BASS MANAGEMENT TRUST(4)
PERRY R. BASS(5)
NANCY LEE BASS(6)
PETER STERLING(7)
DOUGLAS K. BRATTON(8)
ANNE M. BRATTON(9)
THOMAS W. BRIGGS(10)
THE BRATTON FAMILY FOUNDATION (11)
MICHAEL N. CHRISTODOLOU(12)
W. FORREST TEMPEL(13)
DORT A. CAMERON, III(14)
/S/ W. R. COTHAM
W. R. Cotham,
Vice President of:
THOMAS M. TAYLOR & CO.
SID R. BASS, INC.
LEE M. BASS, INC.
TMT-FW, INC.
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO PARTNERS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
/S/ WILLIAM P. HALLMAN, JR.
William P. Hallman, Jr.,
Individually and as Trustee
of each of:
ANNIE R. BASS GRANDSON'S
TRUST FOR SID R. BASS
ANNIE R. BASS GRANDSON'S
TRUST FOR LEE M. BASS
DONALD J. MCNAMARA, III
TRUST
PETER STERLING TRUSTS
/S/ DONALD J. McNAMARA, JR.
Donald J. McNamara, Jr.
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P.,
a Delaware limited partnership,
General Partner
By: TMT-FW, INC., a Texas
corporation, General Partner
By: /S/ W. R. COTHAM
W. R. Cotham, Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC., a Texas
corporation, General Partner
By: /S/ W. R. COTHAM
W. R. Cotham, Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas M. Taylor previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Sid R. Bass previously has been filed with the Securities
and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Lee M. Bass previously has been filed with the Securities
and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of The Bass Management Trust previously has been filed with
the Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Perry R. Bass previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Nancy L. Bass previously has been filed with the
Securities and Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Peter Sterling previously has been filed with the
Securities and Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Douglas K. Bratton previously has been filed with the
Securities and Exchange Commission.
(9) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Anne M. Bratton previously has been filed with the
Securities and Exchange Commission.
(10) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas W. Briggs previously has been filed with the
Securities and Exchange Commission.
(11) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of The Bratton Family Foundation is being filed herewith.
(12) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Michael N. Christodolou previously has been filed with the
Securities and Exchange Commission.
(13) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of W. Forrest Tempel previously has been filed with the
Securities and Exchange Commission
(14) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Dort A. Cameron III previously has been filed with the
Securities and Exchange Commission.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
/S/ W. R. COTHAM
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR(1)
SID R. BASS(2)
LEE M. BASS(3)
THE BASS MANAGEMENT TRUST(4)
PERRY R. BASS(5)
NANCY LEE BASS(6)
PETER STERLING(7)
DOUGLAS K. BRATTON(8)
ANNE M. BRATTON(9)
THOMAS W. BRIGGS(10)
THE BRATTON FAMILY FOUNDATION (11)
MICHAEL N. CHRISTODOLOU(12)
W. FORREST TEMPEL(13)
DORT A. CAMERON, III(14)
/S/ W. R. COTHAM
W. R. Cotham,
Vice President of:
THOMAS M. TAYLOR & CO.
SID R. BASS, INC.
LEE M. BASS, INC.
TMT-FW, INC.
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO PARTNERS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
/S/ WILLIAM P. HALLMAN, JR.
William P. Hallman, Jr.,
Individually and as Trustee
of each of:
ANNIE R. BASS GRANDSON'S
TRUST FOR SID R. BASS
ANNIE R. BASS GRANDSON'S
TRUST FOR LEE M. BASS
DONALD J. MCNAMARA, III
TRUST
PETER STERLING TRUSTS
/S/ DONALD J. McNAMARA, JR.
Donald J. McNamara, Jr.
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P.,
a Delaware limited partnership,
General Partner
By: TMT-FW, INC., a Texas
corporation, General Partner
By: /S/ W. R. COTHAM
W. R. Cotham, Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC., a Texas
corporation, General Partner
By: /S/ W. R. COTHAM
W. R. Cotham, Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas M. Taylor previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Sid R. Bass previously has been filed with the Securities
and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Lee M. Bass previously has been filed with the Securities
and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of The Bass Management Trust previously has been filed with
the Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Perry R. Bass previously has been filed with the Securities
and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Nancy L. Bass previously has been filed with the Securities
and Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Peter Sterling previously has been filed with the
Securities and Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Douglas K. Bratton previously has been filed with the
Securities and Exchange Commission.
(9) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Anne M. Bratton previously has been filed with the
Securities and Exchange Commission.
(10) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas W. Briggs previously has been filed with the
Securities and Exchange Commission.
(11) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of The Bratton Family Foundation is being filed herewith.
(12) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Michael N. Christodolou previously has been filed with the
Securities and Exchange Commission.
(13) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of W. Forrest Tempel previously has been filed with the
Securities and Exchange Commission.
(14) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Dort A. Cameron III previously has been filed with the
Securities and Exchange Commission.
EXHIBIT 24.1
Power of Attorney. Know all persons by these presents that the
undersigned hereby constitutes and appoints W. R. Cotham, William P. Hallman,
Jr. and Kevin G. Levy, and each of them, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities,
to execute, acknowledge, deliver and file any and all filings required by
Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, respecting securities
beneficially owned by it, including but not limited to, Schedules 13D and 13G,
Forms 3, Forms 4 and Forms 5.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney by
the undersigned in favor of persons other than those named herein.
The undersigned agrees and represents to those dealing with his
attorneys-in-fact herein, W. R. Cotham, William P. Hallman, Jr. and Kevin G.
Levy, that this Power of Attorney may be voluntarily revoked only by written
notice to such attorneys-in-fact, delivered by registered mail or certified
mail, return receipt requested.
WITNESS THE EXECUTION HEREOF this 20th day of November, 1995.
THE BRATTON FAMILY FOUNDATION
By: /s/ DOUGLAS K. BRATTON
Douglas K. Bratton, President
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on this 20th day of
November, 1995, by Douglas K. Bratton, President of The Bratton Family
Foundation.
/s/ Notary Public
Notary Public of the State of Texas
My Commission expires:
