SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
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)
January 3, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*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 22,400,680 shares, which
constitutes approximately 28.9% of the 77,575,758 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 77,211,258 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: 6,684,980 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 487,500 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,684,980 (1)
Person
With
10. Shared Dispositive Power: 487,500 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,354,730 (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): 9.5%(4)
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his capacity as President of Thomas M. Taylor & Co. with
respect to 3,461,280 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 C Investors, L.P., with respect to 3,223,700
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
487,500 shares.
(3) Assumes the exercise of director options held by Mr. Taylor to
purchase 182,250 shares of Common stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 77,393,508 shares of Common stock outstanding, which number
includes options to purchase 182,250 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: 3,461,280 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,461,280 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,461,280
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.5%
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: 3,223,700 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,223,700 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,223,700 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.2%
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 C
Investors, 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: 3,223,700 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,223,700 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,223,700 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.2%
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 C Investors,
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: 3,223,700 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,223,700 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,223,700 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.2%
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 C Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio C 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: 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: 3,223,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,223,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,223,700
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.2%
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: 3,223,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,223,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,223,700 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.2%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio C
Investors, 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: 4,147,957 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,147,957 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,147,957
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
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: 4,147,957 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,147,957 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,147,957 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
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: 4,147,957 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,147,957 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,147,957
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
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: 4,147,957 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,147,957 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,147,957 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
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: 1,190,622 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,190,622 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,190,622
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
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: 1,190,622 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,190,622 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,190,622 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
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:
1,190,622 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
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: 339,185
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 339,185
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
521,435 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7% (2)
14. Type of Reporting Person: IN
- ----------------------------
(1) Assumes the exercise of director options held by Mr. Sterling to
purchase 182,250 shares of Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 77,393,508 shares of Common Stock outstanding, which number
includes options to purchase 182,250 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: 487,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 487,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
487,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
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: 487,500 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 487,500 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
487,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
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: 487,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 487,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
487,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
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: 487,500 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 487,500 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
487,500 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
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: 1,885,890 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,885,890 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,885,890 (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 253,125 shares and
in his capacity as the trustee of (a) Annie R. Bass Grandson's Trust
for Sid R. Bass with respect to 806,305 shares, (b) Annie R. Bass
Grandson's Trust for Lee M. Bass with respect to 806,305 shares, (c)
Peter Sterling Trusts with respect to 12,655 shares, and (d) Matthew
Kingston Cotham 1996 Trust, which is the sole general partner of
Cotham Family Partners, L.P., with respect to 7,500 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: 806,305 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 806,305 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
806,305
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: 806,305 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 806,305 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
806,305
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:
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: 12,655 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 12,655 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
12,655
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:
Cotham Family 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: Texas
7. Sole Voting Power: 7,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,500
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, Matthew
Kingston Cotham 1996 Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Matthew Kingston Cotham 1996 Trust
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: 7,500 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,500 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,500 (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: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
(2) Solely in its capacity as sole general partner of Cotham Family
Partners, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Hyatt Anne Bass Successor 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: 1,550,733 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,550,733 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,550,733 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, Panther City Investment
Company.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Samantha Sims Bass Successor 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: 1,550,733 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,550,733 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,550,733 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, Panther City Investment
Company.<PAGE>
<PAGE>
1. Name of Reporting Person:
Panther City Investment Company
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: 3,101,466 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,101,466 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,101,466 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.0%
14. Type of Reporting Person: CO
- ----------------------------
(1) Solely in its capacity as the trustee of the Hyatt Anne Bass
Successor Trust and the Samantha Sims Bass Successor Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Panther City Production Company
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: 3,101,466 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,101,466 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,101,466 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.0%
14. Type of Reporting Person: CO
- ----------------------------
(1) Solely in its capacity as the sole shareholder of Panther City
Investment Company, which is the trustee of the Hyatt Anne Bass
Successor Trust and the Samantha Sims Bass Successor Trust.
<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: 25,312
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 25,312
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
25,312
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: 15,187
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 15,187
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
15,187
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: 5,062
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 5,062
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,062
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, by Amendment No. 19 dated
March 25, 1993, by Amendment No. 20 dated November 21, 1995, by Amendment No.
21 dated January 22, 1996, by Amendment No. 22 dated May 1, 1996, and by
Amendment No. 23 dated July 1, 1997 (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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety as follows:
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 (6) 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
PCI Working Capital (2) $41,391,395.63
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(5) $26,682,972.43
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
PS Personal Funds(4),(6) $ 1,125,550.74
TAG Working Capital(2) $14,137,084.93 (7)
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(5) $ 3,799,193.53
ARBL Trust Funds(5) $ 3,799,193.53
PST Trust Funds(5) $ 58,904.52
CFP Working Capital(2) $ 122,800.00
MKCT Not Applicable Not Applicable
HBST Not Applicable Not Applicable
SBST Not Applicable Not Applicable
PCIC Not Applicable Not Applicable
PCPC Not Applicable Not Applicable
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) 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.
(6) 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 and PS would use personal funds to exercise the
options held by each of them.
(7) This figure represents the total amount expended by TAG for all
purchases of shares of the Stock, without subtracting sales. Therefore, such
figure does not accurately reflect TAG's current net investment in shares of
the Stock. TAG has recouped through sales its entire investment in shares of
the Stock.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended and restated as follows:
On January 3, 1998, the Issuer entered into an Agreement and Plan of
Merger (the "Merger Agreement"), by and among the Issuer, Meditrust
Corporation ("RECO"), and Meditrust Operating Company ("OPCO"), pursuant to
which the Issuer will merge (the "Merger") with and into RECO, upon the terms
and subject to the conditions set forth in the Merger Agreement.
Concurrently with the execution of the Merger Agreement, the Issuer,
RECO, OPCO, Gary L. Mead and all the Reporting Persons owning at least 250,000
shares (the "Reporting Shareholders") entered into a Shareholders Agreement
pursuant to which Mr. Mead and such Reporting Shareholders agreed (i) to vote
all their Shares in favor of the Merger and against any other merger or
acquisition proposal and (ii) not to sell any of their Shares until the
earlier of the effective time of the Merger or one year after the termination
of the Merger Agreement. In addition, such Reporting Shareholders granted to
RECO an option to purchase their Shares at the price to be paid in the Merger
in the event that RECO believes in good faith that the exercise of such option
is necessary to avoid certain unfavorable tax events or a violation of RECO's
charter or bylaws.
At the request of RECO, the Reporting Shareholders also agreed to
elect to receive all cash in the Merger. This election, however, will be
subject to the pro-ration procedures in the Merger Agreement and, accordingly,
the Reporting Shareholders believe that they will likely receive a significant
amount of stock in the Merger.
The foregoing description of the Shareholders Agreement is qualified
in its entirety by reference to the Shareholders Agreement, a copy of which is
attached hereto as Exhibit 99.2.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) - (b) of Item 5 are hereby amended in their
entireties as follows:
(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 PCI, and because he holds director stock options to
purchase 182,250 shares of the Stock, TMT may, pursuant to Rule 13d-3, be
deemed to be the beneficial owner of 7,354,730 shares of the Stock in the
aggregate, which constitutes approximately 9.5% of the 77,393,508 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 3,461,280 which
constitutes approximately 4.5% 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 PCI, TIF may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 3,223,700 shares of the Stock, which
constitutes approximately 4.2% 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 PCI, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
3,223,700 shares of the Stock, which constitutes approximately 4.2% 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 PCI, TCM may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 3,223,700 shares of the Stock, which
constitutes approximately 4.2% of the outstanding shares of the Stock.
PCI
The aggregate number of shares of the Stock that PCI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 3,223,700, which
constitutes approximately 4.2% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PCI, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
3,223,700 shares of the Stock, which constitutes approximately 4.2% 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 4,147,957, which
constitutes approximately 5.4% 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 4,147,957 shares of the
Stock, which constitutes approximately 5.4% 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 4,147,957, which
constitutes approximately 5.4% 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 4,147,957 shares of the
Stock, which constitutes approximately 5.4% 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 1,190,622, which
constitutes approximately 1.5% 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
1,190,622 shares of the Stock, which constitutes approximately 1.5% 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 1,190,622
shares of the Stock, which constitutes approximately 1.5% 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 521,435 which includes
director stock options to purchase 182,250 shares of the Stock, which in the
aggregate constitutes approximately 0.7% of the 77,393,508 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 487,500 which
constitutes approximately 0.6% 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
487,500 shares of the Stock, which constitutes approximately 0.6% 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 487,500 shares of the Stock, which
constitutes approximately 0.6% 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 487,500 shares of the Stock, which
constitutes approximately 0.6% of the outstanding shares of the Stock.
WPH
Because of his positions as the trustee of each of ARBS, ARBL, PST
and MKCT, and because of his individual ownership of 253,125 shares of the
Stock, WPH may, pursuant to Rule 13d-3, be deemed to be the beneficial owner
of 1,885,890 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 806,305, 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 806,305, which constitutes
approximately 1.0% 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 12,655, which constitutes
less than 0.1% of the outstanding shares of the Stock.
CFP
The aggregate number of shares of the Stock that CFP owns
beneficially, pursuant to Rule 13d-3 of the Act, is 7,500, which constitutes
less than 0.1% of the outstanding shares of the Stock.
MKCT
Because of its position as the sole general partner of CFP, MKCT
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 7,500 shares of the Stock, which constitutes less than 0.1% of the
outstanding shares of the Stock.
HBST
The aggregate number of shares of the stock that HBST owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,550,733 shares which
constitutes approximately 2.0% of the outstanding shares of the Stock.
SBST
The aggregate number of shares of the Stock that SBST owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,550,733 shares, which
constitutes approximately 2.0% of the outstanding shares of the stock.
PCIC
Because of its position as the Trustee of HBST and SBST, PCIC may,
pursuant to Rule 13d-3 be deemed to be the beneficial owner of 3,101,466 of
the Stock, which constitutes approximately 4.0% of the outstanding shares of
the Stock.
PCPC
Because of its position as the sole shareholder of PCIC, the Trustee
of HBST and SBST, PCPC may, pursuant to Rule 13d-3, be deemed to be the
beneficial owner of 3,101,466 shares of the Stock, which constitutes
approximately 4.0% of the 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 25,312, 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 15,187, 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 5,062, 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 5,062 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 3,461,280 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 PCI, TMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 3,223,700
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 487,500 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
3,461,280 shares of the Stock.
TIF
As the sole stockholder of PA, which is the sole general partner of
PCI, TIF has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 3,223,700 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 PCI, TFI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 3,223,700
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 PCI, TCM has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 3,223,700 shares of the Stock.
PCI
Acting through its sole general partner, PCI has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
3,223,700 shares of the Stock.
PA
As the sole general partner of PCI, PA has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 3,223,700
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 4,147,957
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
4,147,957 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 4,147,957
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
4,147,957 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 1,190,622
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 1,190,622
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 339,185 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
487,500 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 487,500
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 487,500 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 487,500 shares of the Stock.
WPH
Acting in his individual capacity and in his capacity as Trustee of
each of ARBS, ARBL, PST and MKCT, WPH has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 1,885,890 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 806,305 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 806,305 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 12,655 shares
of the Stock.
CFP
Acting through its sole general partner, CFP has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
7,500 shares of the Stock.
MKCT
Acting through its Trustee, and in its capacity as the general
partner of CFP, MKCT has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 7,500 shares of the Stock.
HBST
Acting through its Trustee, HBST has the sole power to vote or to
direct the vote or to direct the disposition of 1,550,733 shares of the Stock.
SBST
Acting through its Trustee, SBST has the sole power to vote or to
direct the vote or to direct the disposition of 1,550,733 shares of the Stock.
PCIC
As the Trustee of HBST and SBST, PCIC has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 3,101,466
shares of the Stock.
PCPC
As the sole shareholder of PCIC, the Trustee of HBST and SBST, PCPC
has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 3,101,466 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 25,312 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 15,187 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 5,062 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 5,062 shares of Stock owned by the Trust.
(c) None of the Reporting Persons have effected any transactions in
shares of the Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated as follows:
The response to Item 4 above is hereby incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
Exhibit 99.2 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), 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: January 8, 1998
By: /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)
THOMAS W. BRIGGS(8)
MICHAEL N. CHRISTODOLOU(9)
W. FORREST TEMPEL(10)
DORT A. CAMERON, III(11)
By: /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 CAPITAL MANAGEMENT, INC.
PORTFOLIO ASSOCIATES, INC.
PANTHER CITY INVESTMENT COMPANY
By: /s/ W. R. Cotham
W.R. Cotham, President
PANTHER CITY PRODUCTION COMPANY
By: /s/ W. R. Cotham
W.R. Cotham, President
PANTHER CITY INVESTMENT COMPANY
in its capacity as Trustee for
HYATT ANNE BASS SUCCESSOR TRUST
SAMANTHA SIMS BASS SUCCESSOR TRUST
By: /s/ W.R. Cotham
W.R. Cotham, President
/s/ W.R. Cotham
W.R. Cotham
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
PORTFOLIO C INVESTORS, 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
COTHAM FAMILY PARTNERS, L.P.
By: Matthew Kingston Cotham 1996 Trust,
General Partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Trustee
/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
PETER STERLING TRUSTS
MATTHEW KINGSTON COTHAM 1996
TRUST
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 Thomas W. Briggs 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 Michael N. Christodolou 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 W. Forrest Tempel 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 Dort A. Cameron III previously has been filed with the
Securities and Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
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.
By: /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)
THOMAS W. BRIGGS(8)
MICHAEL N. CHRISTODOLOU(9)
W. FORREST TEMPEL(10)
DORT A. CAMERON, III(11)
By: /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 CAPITAL MANAGEMENT, INC.
PORTFOLIO ASSOCIATES, INC.
PANTHER CITY INVESTMENT COMPANY
By: /s/ W.R. Cotham
W.R. Cotham, President
PANTHER CITY PRODUCTION COMPANY
By:/s/ W.R. Cotham
W.R. Cotham, President
PANTHER CITY INVESTMENT COMPANY
in its capacity as Trustee for
HYATT ANNE BASS SUCCESSOR TRUST
SAMANTHA SIMS BASS SUCCESSOR TRUST
By: /s/ W.R. Cotham
W.R. Cotham, President
/s/ W.R. Cotham
W.R. Cotham
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
PORTFOLIO C INVESTORS, 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
COTHAM FAMILY PARTNERS, L.P.
By: Matthew Kingston Cotham 1996 Trust,
General Partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Trustee
/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
PETER STERLING TRUSTS
MATTHEW KINGSTON COTHAM 1996
TRUST
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 Thomas W. Briggs 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 Michael N. Christodolou 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 W. Forrest Tempel 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 Dort A. Cameron III previously has been filed with the
Securities and Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.2 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.2
SHAREHOLDERS AGREEMENT
This Shareholders Agreement, dated as of January 3, 1998 (this
Agreement ), is among Meditrust Corporation, a Delaware corporation ( REIT ),
Meditrust Operating Company, a Delaware corporation ( OPCO
), the shareholders
of the Company named on the signature page hereto (individually, a
Shareholder and collectively, the Shareholders ) and, solely for purposes
of Section
3.6
hereof, La
Quinta
Inns, Inc., a Texas corporation (the
Company ).
RECITALS:
A. As of the date hereof, each Shareholder owns the number of
Shares of Common Stock, par value $0.01 per share ( Company Stock ), of the
Company set forth on Exhibit A (such
shares,
and any
shares
of Common Stock
hereafter acquired by such Shareholders, are hereinafter referred to as the
Shares );
B. REIT,
OPCO
and the Company propose to enter into an Agreement
and Plan of Merger, dated as of the date hereof (as the same may be amended
from time to time, the Merger Agreement ), which provides, on the terms and
subject to the conditions thereof, for the merger of the Company with and into
REIT (the Merger ); and
C. As a condition to the willingness of REIT to enter into the
Merger Agreement, REIT has requested that the Shareholders agree, and, in
order to induce REIT to enter into the Merger Agreement, the Shareholders are
willing to agree, to grant REIT an irrevocable proxy to vote, or to otherwise
cause to be voted, the Shares pursuant to the terms and conditions hereof and
to grant REIT an option to purchase the Shares owned by Shareholders on the
terms and conditions contained herein.
NOW, THEREFORE, the parties hereto agree as follows:
I. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders hereby represent and warrant to REIT and
OPCO
as
follows:
1.1 Due Authority. The Shareholders have full power and authority
to execute and deliver this Agreement and to perform their obligations
hereunder and consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by or on behalf of the Shareholders and,
assuming its due authorization, execution and delivery by REIT and
OPCO
,
constitutes a legal, valid and binding obligation of the Shareholders,
enforceable against them in accordance with their terms.
1.2 No Conflict; Consents. (a) The execution and delivery of this
Agreement by the Shareholders do not, and the performance by the Shareholders
of their obligations under this Agreement and the compliance by the
Shareholders with the provisions hereof do not and will not, (
i
) conflict with
or violate any law, statute, rule, regulation, order, writ, judgment or decree
applicable to any of the Shareholders or the Shares, (ii) conflict with or
violate the instruments under which any of the Shareholders were formed, (iii)
result in any breach of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any of the Shares pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which any of the Shareholders
is a party or by which any of the Shareholders or any of the Shares are bound
or (iv) violate any order, writ, injunction, decree, judgment, order, statute,
rule or resolution applicable to any of the Shareholders or any of the Shares.
(b) The execution and delivery of this Agreement by the Shareholders
do not, and the performance of this Agreement by the Shareholders will not,
require any consent, approval, authorization or permit of, or filing with
(except for applicable requirements, if any, of the Securities Exchange Act of
1934, as amended (the Exchange Act )) or notification to, any government or
regulatory authority by the Shareholders.
(c) No other person or entity has or will have during the Proxy Term
any right directly or indirectly to vote or control or affect the voting of
the Shares.
1.3 Title to Shares. The Shareholders (a) are the record or
beneficial owners of the Shares as listed on Exhibit A free and clear of any
proxy or voting restriction other than pursuant to this Agreement and (b)
have, and during the Proxy Term will have, sole power of disposition with
respect to the Shares. Such Shares are the only Shares of the Company s stock
owned of record or beneficially by any of the Shareholders.
1.4 No Encumbrances. The Shares and the certificates representing
the Shares are now and at all times during the Proxy Term hereof will be held
by the Shareholders, or by a nominee or custodian for the benefit of the
Shareholders, free and clear of all proxies, voting trusts and voting
agreements, understandings or arrangements and free and clear of all liens,
claims, security interests and any other encumbrances whatsoever except any
such encumbrances or proxies arising under this
Agreement and except as set
forth on Exhibit A.
1.5 Brokers. The Shareholders are not liable for, and will
indemnify the Company, REIT and
OPCO
against, any broker s, finder s,
financial advisor s or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf
of any of the Shareholders.
1.6 Tax Representations. (a) Neither the issuance of Paired Shares
(as such term is defined in the Merger Agreement) to the Shareholders in
connection with the Merger nor the other transactions contemplated by this
Agreement will cause any person to violate the restrictions on ownership and
transfer contained in
the Certificate of Incorporation, as amended, of REIT or
in the By-laws, as amended, of REIT, copies of which have been provided to and
reviewed by the Shareholders and their counsel. The Shareholders will provide
to REIT such information as REIT may reasonably request so that REIT may
confirm the accuracy of this representation.
(b) No Shareholder has or will have at the Effective Date any
present plan, intention, or arrangement to sell or dispose of any of the
Paired Shares to be received in the Merger. For purposes of this Section 1.6,
a sale or disposition includes any constructive sale within the meaning of
Section 1259(c)(1)(A) - (E) of the Internal Revenue Code of 1986, as amended
(the Code ).
II. REPRESENTATIONS AND WARRANTIES OF REIT AND OPCO
REIT and
OPCO
each hereby represent and warrant to the Shareholders
as follows:
2.1 Due Authority. Such party has full power, corporate or
otherwise, and authority to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement has been duly executed and
delivered by or on behalf of such party and, assuming its due authorization,
execution and delivery by the other parties hereto, constitutes a legal, valid
and binding obligation of such party, enforceable against such party in
accordance with its terms.
2.2 No Conflict; Consents. (a) The execution and delivery of this
Agreement by such party do not, and the performance by such party of its
obligations contemplated by this Agreement and the compliance by such party
with any provisions hereof do not and will not, (
i
) conflict with or violate
any law, statute, rule, regulation, order, writ, judgment or decree applicable
to such party, (ii) conflict with or violate such party s charter or bylaws,
or (iii) result in any breach of or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which such party is a
party or by which such party is bound.
(b) The execution and delivery of this Agreement by such party do
not, and the performance of this Agreement by such party will not, require any
consent, approval, authorization or permit of, or filing with (except for
applicable requirements, if any, of the Exchange Act) or notification to, any
governmental or regulatory authority by such party.
III. CERTAIN COVENANTS OF THE SHAREHOLDERS
The Shareholders hereby covenant and agree with REIT and
OPCO
as
follows:
3.1 Transfer of Shares. During the Proxy Term the Shareholders will
not (a) sell, tender, transfer, encumber,
pledge (except as set forth on
Exhibit A),
assign or otherwise dispose of any of the Shares, (b) deposit the
Shares into a voting trust or enter into a voting agreement or arrangement
with respect to the Shares or grant any proxy or power of attorney with
respect thereto, (c) enter into any contract, option or other legally binding
undertaking providing for any transaction prohibited by (a) or (b) hereof, or
(d) take any action that would make any representation or warranty of the
Shareholders contained herein untrue or incorrect or have the effect of
preventing or disabling the Shareholders from performing any of the
Shareholders obligations under this
Agreement.
3.2 Proxy. (a) Each Shareholder, by this Agreement, hereby
constitutes and appoints REIT, with full power of substitution, during and for
the Proxy Term, as such Shareholder s true and lawful attorney and irrevocable
proxy, for and in such Shareholder s name, place and stead, to vote each of
such Shares owned by such Shareholder as Shareholder s proxy, at every meeting
of the shareholders of the Company or any adjournment thereof or in connection
with any written consent of the Company s shareholders, (
i
) in favor of the
adoption of the Merger Agreement and approval of the Merger and the other
transactions contemplated by the Merger Agreement, (ii) against (x) any
Company
Takeover
Proposal
(which term as used in this Agreement shall have the meaning
as defined in the Merger Agreement), and any proposal for any action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which is reasonably likely to result in any of the conditions of
the Company s obligations under the Merger Agreement not being fulfilled and
(y) any change in the directors of the Company, any change in the present
capitalization of the Company or any amendment to the Company s articles of
organization or bylaws, any other material change in the Company s corporate
structure or business, or any other action which in the case of each of the
matters referred to in this clause (y) could reasonably be expected to impede,
interfere with, delay, postpone or materially adversely affect the
transactions contemplated by the Merger Agreement or the likelihood of such
transactions being consummated, and (iii) in favor of any other matter
necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of shareholders or in such
consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing, including the
ability for REIT or its nominees to vote such Shares directly. Each
Shareholder intends intends the foregoing proxy to be, and it shall be,
irrevocable and coupled with an interest during the Proxy Term and hereby
revokes any proxies previously granted by such Shareholder with respect to the
Shares to the extent inconsistent with the foregoing proxy.
(b)
Each
Shareholder hereby further agrees, with respect to any
Shares not voted pursuant to paragraph (a) above, including without limitation
any Shares owned beneficially but not of record by such Shareholder, that
during the Proxy Term, at every meeting of the shareholders of the Company or
any adjournment thereof or in connection with any written consent of the
Company s shareholders, such Shareholder shall vote (or cause to be voted) all
Shares whether or not owned of record or beneficially by such Shareholder
except as specifically requested in writing by REIT in advance, (
i
) in favor
of the adoption of the Merger Agreement and approval of the Merger and the
other transactions contemplated by the Merger Agreement, (ii) against (x) any
Company Takeover Proposal and any proposal for any action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement or
which is reasonably likely to result in any of the conditions of the Company s
obligations under the Merger Agreement not being fulfilled or (y) any change
in the directors of the Company, any change in the present capitalization of
the Company or any amendment to the Company s certificate of incorporation or
bylaws, any other material change in the Company s corporate structure or
business, or any other action which in the case of each of the matters
referred to in this clause (y) could reasonably be expected to, impede,
interfere with, delay, postpone or materially adversely affect the
transactions contemplated by the Merger Agreement or the likelihood of such
transactions being consummated, and (iii) in favor of any other matter
necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of shareholders or in such
consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the
foregoing.
(c) For the purposes of this Agreement, Proxy Term means the
period from the date hereof until the earlier of (
i
) twelve (12) months after
the termination of the Merger
Agreement (provided, however, that after the
termination of the Merger Agreement Sections 3.2(a) and 3.2(b) hereof shall
apply only to an aggregate number of Shares equal to ten percent of the number
of shares of the Company Stock outstanding from time to time, and the parties
hereto shall agree in writing which Shares shall no longer be subject to the
provisions of such Sections)
and (ii) the Effective Time.
3.3 Further Assurances. During the Proxy Term, each Shareholder in
its capacity as a shareholder of the Company shall perform such further acts
and execute such further documents and instruments as REIT or
OPCO
may
reasonably request.
3.4. No Solicitation. During the Proxy Term each Shareholder
individually or in its capacity as a Shareholder of the Company shall not
(
i
) solicit, initiate or knowingly encourage the submission of, any inquiries,
proposals or offers from any person relating to a Company Takeover Proposal,
(ii) enter into any agreement with respect to any Company Takeover Proposal,
or (iii) enter into or participate in any discussions or negotiations
regarding, or furnish to any person any information with respect to, or take
any other action to knowingly facilitate any inquiries or the making of any
proposal that constitutes, or would reasonably be expected to lead to, any
Company Takeover Proposal.
3.5 Certain Events. Each Shareholder agrees that this Agreement
and the obligations hereunder will attach to the Shares and will be binding
upon any person or entity to which legal or beneficial ownership of the Shares
may pass, whether by operation of law or otherwise.
3.6 Stop Transfer. Each Shareholder agrees with, and covenants to,
REIT that the Shareholder will not request that the Company register the
transfer (book-entry or otherwise) or any certificate or
uncertificated
interest representing any of the Shares. Each Shareholder and the Company
further agree that the Company shall instruct the transfer agent for its
Common Stock
to
refuse to permit the transfer of the Shares during the Proxy
Term except as permitted by the terms of this Agreement.
3.7 Agreement to Elect Cash. The Shareholders agree that
prior to
the Election Deadline they
will irrevocably elect to receive with respect to
all of the Shares, pursuant to and in accordance with the provisions of the
Merger Agreement, the maximum amount of cash permitted to be received pursuant
to the Merger Agreement for such Shares.
3.8 Cooperation. Each Shareholder agrees to cooperate with REIT
after the date hereof in determining and investigating whether there exist any
circumstances which could cause REIT to be closely held within the meaning
of Section 856(a) of the Code or to derive or accrue or be allocated any
amount that is treated as other than rents from real property by reason of
Section 856(d)(2)(B) of the Code and without limiting the foregoing agrees to
provide to REIT as promptly as practical all relevant information and
documents (or, with respect to information and documents which such
Shareholder does not have or own, use commercially reasonable efforts to
obtain and provide them to REIT as promptly as practical) which REIT
reasonably requests in connection with such determination and investigation.
ARTICLE IV
STANDSTILL
(a)
Each Shareholder hereby covenants and agrees that from and after
the Effective Time hereof neither such Shareholder nor any of the Affiliates
will, without the prior written consent of REIT specifically expressed in a
vote adopted after the Merger by the Board of Directors of REIT (the Board ),
directly or indirectly, purchase or cause to be purchased or otherwise acquire
(other than pursuant to a stock split, stock dividend or similar transaction
or agree to acquire, or become or agree to become the beneficial owner of, any
additional equity securities, or any securities convertible into or
exercisable or exchangeable for any equity securities (collectively, Stock )
of REIT,
OPCO
, or any of their subsidiaries.
During the first 90 calendar
days from and after the date the Merger becomes effective (the Effective
Time ), each Shareholder will not directly or indirectly sell, assign,
transfer, pledge (except that such Shareholder may pledge shares to a
brokerage firm pursuant to a margin account with customary terms) or otherwise
dispose of, or enter into any put or other contract, option or other
arrangement or undertaking with respect to the direct or indirect sale,
assignment, transfer or other disposition of, any common stock of REIT ( REIT
Common Stock ) or common stock of OPCO ( OPCO Common Stock ) to be received by
such Shareholder in the Merger. After such 90-day period, the Shareholders
will have the benefit of the rights granted pursuant to the Registration
Rights Agreement to be executed by the Shareholders, REIT and OPCO prior to
the Effective Time (the Registration Rights Agreement ). Each
Shareholder
further agrees
that
after such 90-day period neither
it nor any Affiliates
will, without the prior written consent of the Board specifically expressed in
a vote adopted by the Board, directly or
indirectly sell, assign, transfer,
pledge (except that such Shareholder may pledge shares to a brokerage firm
pursuant to a margin account with customary terms) or otherwise dispose of, or
enter into any put or other contract, option or other arrangement or
undertaking with respect to the direct or indirect sale, assignment, transfer
or other disposition of,
any
shares of
Stock,
except for (
i
) transfers made
pursuant to the provisions of Section
4(b)
below, (ii) transfers to
Affiliates, or to charitable remainder trusts, that agree in
a
written
agreement with REIT pursuant to which such Transferee agrees to be bound by
all of the terms and conditions of, and makes, as of a time immediately prior
to such transfer, each of the representations and warranties contained in
(applied to such Transferee as if such Affiliate were
any Shareholder
for
purposes thereof), this
Agreement
(provided that such Shareholder shall remain
liable under and bound by this Agreement, in its entirety, with respect to all
such transferred
Stock,
(iii) bona fide pledges to financial institutions,
such as commercial or investment banks, broker/dealers, insurance companies
and finance companies and resales thereof by the
pledgees
thereof pursuant to
the terms of the applicable pledge agreements, (iv) gifts to charitable
institutions, (v) transfers pursuant to a publicly announced tender offer for
any shares of Stock by any corporation, entity, person or group (other than
any Shareholder
or the Affiliates) which the Board has voted to recommend to
holders of any such shares of Stock, (vi) transfers effected pursuant to a
registration statement filed pursuant to a registration rights agreement with
REIT or
OPCO and any
Shareholder
or, after the first anniversary of the
Effective Time, pursuant to Rule 145(d) promulgated under the Securities Act
of 1933, as amended (the Securities Act ), and
(vii) open market sales of not
more than
1.0%
of the outstanding
shares of REIT Common Stock or OPCO Common
Stock in
any ninety (90) day period (calculated in the aggregate with respect
to all sales by the Shareholders and the Affiliates, other than sales made
pursuant to any of clauses (
i
) through (vi) of this Section
4(a))
effected in
accordance with the brokers transactions restrictions of subsections (f)
(excluding the last sentence thereof) and (g) of Rule 144 promulgated under
the Securities Act of 1933, as
amended; provided, however, that
notwithstanding anything in this Section 4(a) to the contrary, the
Shareholders and their Affiliates shall not in the aggregate sell (which for
this purpose shall include the entering into any put or other contract, option
or other arrangement or undertaking with respect to the direct or indirect
sale, assignment, transfer or other disposition of Stock), including any Stock
sold pursuant to Section 3(b) hereof, more than 1,300,000, 2,000,000,
2,000,000, 2,500,000 and 2,500,000 shares of REIT Common Stock or OPCO Common
Stock (the Quarterly Limits ) in any of the ninety-day periods which begin on
the 91st, 181st, 271st, 361st and 451st day, respectively, after the Effective
Time and provided further, however, that if in any such ninety-day period (a
Calculation Period ) REIT or OPCO exercise their rights under the provisions
of Section 3 or Section 4 of the Registration Rights Agreement to suspend or
defer the Shareholders rights to sell Stock for a number of days in such
period, then the Quarterly Limit for each succeeding ninety-day period shall
be increased by the excess, if any, of (A) the Quarterly Limit for the
Calculation Period multiplied by a fraction, the numerator of which is such
number of days and the denominator of which is ninety, over (B) the aggregate
number of shares of Stock sold by the Shareholders and the Affiliates in each
ninety day period after the Calculation Period over the Quarterly Limit (prior
to any adjustment) for such period.
For purposes of this Agreement, the
Affiliates of any Shareholder shall mean any person or entity who
directly
or indirectly controls,
is controlled by, or is under common control with any
Shareholder, and transfer shall mean and include any sale, assignment,
gift, pledge, the imposition of any other encumbrance or any other disposition
or any agreement or obligation to do any of the foregoing.
(b) If any Shareholder or any Affiliate desires to sell any shares
of Stock (a Selling Stockholder ) (other than pursuant to clauses (ii)
through (vii) of Section
4(a)
hereof), the Shareholders will cause the
following requirements to be satisfied:
(
i
) The Selling Stockholder shall notify REIT in writing of the
proposed sale (the Notice of Proposed Transfer ). The Notice of Proposed
Transfer shall identify and, to the extent known by the Selling Stockholder,
provide reasonable information concerning the background, business experience
and business affiliations of the proposed transferee (the Transferee ), the
purchase price or other consideration, if any, the number of shares and type
of Stock to be transferred and the complete terms of the proposed transaction.
(ii) For a period of five (5) business days following the
receipt of the Notice of Proposed Transfer, REIT and/or any substitute
designated by REIT (REIT and/or such substitute designee is hereinafter
sometimes called the Buyer ) shall have the option to purchase all, but not
less than all, the Stock specified in the Notice of Proposed Transfer at the
price and upon the terms set forth in the Notice of Proposed Transfer;
provided, however, that if the type of consideration that was to be paid was
non-cash consideration, then the amount payable by the Buyer for such Stock
shall be determined by an independent investment banker of national reputation
chosen by mutual agreement of REIT and such Selling Stockholder. In the event
that Buyer elects to purchase all, but not less than all, of the Stock
specified in the Notice of Proposed Transfer, it shall give written notice to
the Selling Stockholder of its election, in which case settlement for said
Stock shall be made and the Buyer shall purchase such Stock for such price, in
cash within five (5) business days after the date Buyer sends such notice. In
the event that Buyer elects not to purchase all of the Stock specified in the
Notice of Proposed Transfer, the Selling Stockholder may consummate the
proposed transfer of said Stock with the Transferee at any time during the
following thirty (30) days.
(c)
Each Shareholder hereby agrees that, from and after the
Effective Time and prior to the
third anniversary
of the Effective Time,
neither such Shareholder nor any of the Affiliates will, directly or
indirectly, or will solicit, request, advise, assist or encourage others,
directly or indirectly, to:
(a) form, join in or in any other way participate in a
partnership, limited partnership, syndicate or other group within
the meaning of Section 13(d)(3) of the Exchange Act with respect to
any Stock or deposit any Stock in a voting trust or similar
arrangement or subject any Stock to any voting agreement or pooling
arrangement, other than solely with one or more Affiliates with
respect to the Shares;
(b) solicit proxies or written consents of shareholders with
respect to Stock under any circumstances, or make, or in any way
participate in, any solicitation of any proxy to vote any shares
of Stock, or become a participant in any election contest with
respect to REIT or
OPCO
(as such terms are defined or used in Rules
14a
-1 and
14a
-11 under the Exchange Act);
(c) seek to call, or to request the call of, a special meeting
of the shareholders of REIT or
OPCO
or seek to make, or make, a
shareholder proposal at any meeting of the shareholders of REIT or
OPCO
;
(d) commence or announce any intention to commence any tender
offer for any Stock, or file with or send to the SEC a Schedule
13D
or any amendments thereto under the Exchange Act with respect to
Stock, except (x) the Schedule
13D
, if any, to be filed with the SEC
in connection with the issuance to one or more of the Shareholders of
Paired Shares and Unpaired Shares pursuant to the Merger Agreement
(the Current Schedule
13D
), and (y) any amendment to the Current
Schedule
13D
to reflect changes to the disclosures set forth therein
and exhibits filed therewith, to the extent such changes result from
actions that are not prohibited by or inconsistent with this
Agreement (such permitted amendments and additional exhibits to the
Current Schedule
13D
being referred to as the Permitted Schedule
13D
Amendments );
(e) make a proposal or bid with respect to, announce any
intention or desire to make, or publicly make or disclose, cause to
be made or disclosed publicly, facilitate the making public or public
disclosure of, any proposal or bid with respect to, the acquisition
of any substantial portion of the assets of REIT,
OPCO
or of the
assets or stock of any of their respective subsidiaries or of all or
any portion of the outstanding Stock (except each Shareholder may
file Permitted Schedule
13D
Amendments), or any merger,
consolidation, other business combination, restructuring,
recapitalization, liquidation or other extraordinary transaction
involving REIT,
OPCO
or any of their respective subsidiaries;
(f) otherwise act alone or in concert with others to seek to
control or influence in any manner the management, the Board or the
Board of Directors of
OPCO
(including the composition thereof) or the
business, operations or affairs of REIT or
OPCO
;
(g) take any action or form any intention which would require
an amendment to the Current Schedule
13D
(other than amendments
containing only the Permitted Schedule
13D
Amendments);
(
h
) arrange, or in any way participate in, any financing for
any transaction referred to in clauses (a) through
(g)
above
inclusive; or
(i)
make public, or cause or facilitate the making public
(including by disclosure to any journalist or other representative of
the media) of, any request, or otherwise seek (in any fashion that
would require public disclosure by REIT,
OPCO
, any of the
Shareholders or Affiliates), to obtain any waiver or amendment of any
provision of this Agreement, or to take any action restricted hereby.
Notwithstanding the foregoing, any Shareholder and the Affiliates, if
applicable, may make such filings with the SEC pursuant to Section 16(a) of
the Exchange Act to reflect changes in the beneficial ownership of any shares
of Stock owned by Shareholder or any Affiliate (to the extent such changes
reflect action taken by any Shareholder or such Affiliate which is not
prohibited by this Agreement).
Each Shareholder hereby covenants and agrees that such Shareholder
will promptly notify REIT when and if such Shareholder receives or learns of
(
i
) any oral or written request to such Shareholder or any of the Affiliates
to participate in any of the transactions or actions referred to in paragraphs
(a) through (
i
) above inclusive or (ii) any oral or written communication from
or by any person or entity (other than REIT or
OPCO
) with respect to any of
the transactions or actions referred to in paragraphs (a) through (
i
) above
inclusive, if such person or entity could reasonably be deemed to be capable
of effecting, participating in or materially assisting in such an action or
transaction (through one or more affiliates or otherwise) and such oral or
written communication was of a nature that could reasonably be deemed to
indicate a serious interest in effecting, participating in or materially
assisting in such an action or transaction.
ARTICLE V
OPTIONS
TO PURCHASE SHARES
5.1 Grant of
Options.
Subject to the terms, provisions and
conditions contained in this Agreement, each Shareholder hereby grants to REIT
and its designees an option to purchase
part
or all of the Shares held by such
Shareholder at the Exercise Price (as hereinafter defined) per share (the
options granted hereby are referred to individually as an Option and
collectively as the Options ).
5.2
Exercisability
of Options; Procedures
for
Exercise of Options.
(a)
If the REIT believes in good faith that the receipt by one
or more of the Shareholders of Paired Shares pursuant to the Merger Agreement
will or may cause (X) such Shareholder or any other person to own, or be
deemed to own under the applicable attribution rules of Section 318 (as
modified by Section 856(d)(5)) of the Code, immediately after the Merger
Paired Shares of REIT Common Stock and OPCO
Common Stock in excess of the
amounts or percentages of the outstanding Paired Shares of REIT Common Stock
and
OPCO
Common Stock permitted to be owned thereby by REIT s Certificate of
Incorporation or By-laws, both as amended through the Effective Time, or (Y)
any amount derived or received by, or allocated to, REIT to fail to qualify as
rents from real property by reason of Section 856(d)(2)(B) of the Code (such
limitations set forth in the foregoing clauses (X) and (Y) being referred to
herein collectively as the Paired Ownership Limitations ), then REIT shall
have the right to exercise one or more of the Options in whole or
in part in
order to reduce or eliminate any possibility that the issuance of Paired
Shares in the Merger will cause any of the Paired Ownership
Limitations
to be
exceeded
or violated.
In addition, REIT may exercise one or more of the
Options if any Shareholder does not comply with the provisions of Section 3.7
or of Section 3.8. If
REIT chooses to exercise one or more of such Options in
whole or in part, it may do so only by sending a written notice to one or more
of the Shareholders from and after the Election Deadline and prior to the
Effective Time stating its intention to exercise such Option or Options, which
notice
shall be sent to any such Shareholder c/o William P. Hallman, Suite
3200, Texas Commerce Bank Tower, 201 Main Street, Fort Worth, Texas 76102 and
shall
include a date and time at which the closing for
any such
exercise (the
Option Closing ) shall occur, such date to be not less than one business day
and not more than five business days after the giving of such notice. The
sale and delivery and the purchase and acceptance of the Shares being acquired
shall take place at the offices of
Goodwin
,
Procter
& Hoar
LLP
at Exchange
Place, Boston, Massachusetts, or such other place as shall be mutually agreed
upon by REIT and such Shareholder.
(b) At each Option Closing, REIT or its designee shall pay the
Exercise Price (as determined pursuant to Section 5.3 below) for each Share
being purchased in cash by a cashiers check or federal funds wire transfer to
an account designated by such Shareholder against delivery of any necessary or
appropriate stock certificates and duly executed instruments of transfer to
REIT or its designee.
Each Shareholder represents and warrants to REIT and its designee that upon
payment of the applicable purchase price at each Option Closing, such
Shareholder shall have transferred to REIT or its designee the legal and
beneficial ownership of the Shares being sold at such Option Closing, free and
clear of any liens, encumbrances, charges, restrictions or other adverse
claims.
5.3 Exercise Price. The exercise price (the Exercise Price ) shall
equal the Maximum Cash Consideration Per
Share, as such term is defined in the
Merger Agreement.
5.4 Escrow. Upon request by REIT, each Shareholder agrees to place
the Shares subject to the Options in escrow with a mutually agreeable escrow
agent until the termination of the Options.
5.5 Term of Options. The Options shall terminate on the earlier of
(
i
) the termination of the Merger Agreement and (ii) the Effective Time.
VI. MISCELLANEOUS; GENERAL PROVISIONS
6.1 Severability. If any term or other provision of this Agreement
is determined to be invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other
conditions and provisions of this Agreement will nevertheless remain in full
force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto will negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
6.2 Entire Agreement. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties with respect to the subject matter
hereof.
6.3 Amendments. This Agreement may not be modified, amended,
waived, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties hereof.
6.4 Assignment. This Agreement may not be assigned by operation of
law or otherwise.
6.5 Parties in Interest. This Agreement is binding upon, and shall
inure solely to the benefit of, each party hereto and nothing in this
Agreement, express or implied, is intended to or will confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
6.6 Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof or was otherwise breached. It
is accordingly agreed that the parties will be entitled to specific relief
hereunder including, without limitation, an injunction or injunctions to
prevent and enjoin breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, in any state or federal court in
the State of Delaware,
in addition to any other remedy to which they may be
entitled at law or in equity. Any requirements for the securing or posting of
any bond with respect to any such remedy are hereby waived.
6.7 Governing Law; Jurisdiction and Venue. This Agreement shall be
governed by, and construed in accordance with, the internal laws of the
State
of
Delaware without
regard to its rules of conflict of laws. The parties
hereto hereby irrevocably and unconditionally consent to and submit to the
exclusive jurisdiction of the
Delaware Courts
for any litigation arising out
of or relating to this Agreement and the transactions contemplated hereby (and
agrees not to commence any litigation relating thereto except in such courts),
waives any objection to the laying of venue of any such litigation in the
Delaware Courts
and agrees not to plead or claim in any
Delaware Court
that
such litigation brought therein has been brought in any inconvenient forum.
6.8 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed will be deemed to be an original but all of which
taken together will constitute one and the same agreement.
6.9 Directors and Officers. Notwithstanding anything herein to the
contrary, the covenants and agreements set forth herein shall not prevent any
Shareholder or its representatives or designees who are serving on the Board
of Directors of the Company or who are officers of the Company from taking any
action, subject to the applicable provisions of the Merger Agreement, in his
or her capacity as a director or officer of the Company.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.
MEDITRUST CORPORATION
By: ____________________________
Name:
Title:
MEDITRUST OPERATING COMPANY
By: ____________________________
Name:
Title:
<PAGE>
LA QUINTA INNS, INC.
By: ____________________________
Name:
Title:
<PAGE>
THOMAS M. TAYLOR & CO.
By:_________________________________
Name: W.P. Hallman, Jr.
Title: Vice President
SID R. BASS, INC.
By:_______________________________
Name: W.P. Hallman, Jr.
Title: Vice President
LEE M. BASS, INC.
By:________________________________
Name: W.P. Hallman, Jr.
Title: Vice President
THE BASS MANAGEMENT TRUST
By:__________________________________
Perry R. Bass, Trustee,
by W.P. Hallman, Attorney-in-fact
<PAGE>
THE AIRLI
E GROUP, L.P.
By: EBD, L.P., General Partner
By: TMT-FW Inc.
By:______________________
W.P. Hallman, Jr.
Vice President
WILLIAM P. HALLMA
N, JR.
_____________________________________
William P.
Hallma
n, Jr.
ANNIE R. BASS GRANDSON S TRUST FOR
LEE M. BASS
By:____________________________________
William P. Hallma
n, Jr., Trustee
ANNIE R. BASS GRANDSON S TRUST FOR
SID R. BASS
By:_____________________________________
William P.
Hallma
n, Jr., Trustee
PETER STERLING
________________________________________
Peter Sterling
GARY L. MEAD
_________________________________________
Gary L. Mead<PAGE>
HYATT ANNE BASS SUCCESSOR TRUST
By: Panther City Investment
Co., Trustee
By:
__________________________________
W.P. Hallman Jr.,
Vice President
SAMANTHA SIMS BASS SUCCESSOR TRUST
By: Panther City Investment Co., Trustee
By: __________________________________
W.P. Hallman Jr.,
Vice President
PORTFOLIO C INVESTORS, L.P.
By: Portfolio Associates, Inc.,
General Partner
By: __________________________________
W.P. Hallman Jr.,
Vice President
<PAGE>
EXHIBIT A
Number of Shares of
Number of Shares of Company Stock Owned
Name and Address Company Stock Owned Beneficially But Not
of Shareholder of Record by Shareholder of Record by Shareholder
Thomas M. Taylor & Co. 0 3,461,280
Sid R. Bass, Inc. 0 4,147,957
Lee M. Bass, Inc. 0 4,147,957
The Bass Management Trust 0 1,190,622
The Airlie Group, L.P. 0 487,500
William P. Hallman, Jr. 0 253,125
Annie R. Bass Grandson s Trust for
Lee M. Bass 0 806,305
Annie R. Bass Grandson s Trust for
Sid R. Bass 0 806,305
Peter Sterling 0 339,185
Gary L. Mead 303,750 0
Hyatt M. Bass Successor Trust 0 1,550,733
Samantha Sims Bass Successor Trust 0 1,550,733
Portfolio C Investors, L.P. 0 3,223,700
All of the above shares, except those owned by Gary L. Mead, are subject to
liens arising out of margin account borrowings with one or more brokerage
firms on customary terms.
