SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Meditrust Corporation
Meditrust Operating Company
(Name of Issuers)
Common Stock
(Title of Class of Securities)
801209206
801212101
(CUSIP Numbers)
October 7, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
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 13,621,054, which constitutes
approximately 9.7% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 141,131,764 shares
outstanding. As of July 23, 1999, there were 141,131,764 shares of Meditrust
Operating Company outstanding and 142,437,141 shares of Meditrust Corporation
outstanding.
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,549,762 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,549,762 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,549,762
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.8%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its sole trustee, Perry R. Bass.
<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: 3,278,309 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,278,309 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,278,309
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.3%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Associates,
Inc.
<PAGE>
1. Name of Reporting Person:
Sid R. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Sources of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,294,211 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,294,211 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,294,211
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.6%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Sid R. Bass.
<PAGE>
1. Name of Reporting Person:
Lee M. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Sources of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,294,211 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,294,211 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,294,211
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.6%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Lee M. Bass.
<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: 187,600
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 187,600
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
187,600
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>
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: 269,633 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 269,633 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
269,633
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: PN
- ----------------------------
(1) Power is exercised through its sole general partner, EBD L.P.
<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: 4,579,868 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,579,868 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,579,868 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.2%
14. Type of Reporting Person: IN
- ----------------------------
(1) Solely in his individual capacity with respect to 140,002 shares and in his
capacity as the trustee of (a) Annie R. Bass Grandson's Trust for Sid R.
Bass with respect to 445,962 shares and (b) Annie R. Bass Grandson's Trust
for Lee M. Bass with respect to 445,962 shares. In addition, 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, with
respect to 3,278,309 shares of the Stock. Also, 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, with respect to 269,633
shares of the Stock.
<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: 445,962 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 445,962 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
445,962
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
<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: 445,962 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 445,962 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
445,962
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
<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: 857,701 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 857,701 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
857,701
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: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, Panther City Investment Company.
<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: 857,701 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 857,701 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
857,701
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: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, Panther City Investment
Company.
<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 their Schedule 13G Statement dated February 10,
1999 (the "Schedule 13G"), relating to the paired Common Stock, $0.10 par value,
of Meditrust Corporation and Meditrust Operating Company (the "Issuer"). Unless
otherwise indicated, all defined terms used herein shall have the same meanings
as those set forth in the Schedule 13G.
Item 2(a). Names of Persons Filing.
Item 2(a) is hereby amended and restated in its entirety as follows:
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13G Statement on behalf of The
Bass Management Trust, a revocable grantor trust established pursuant to the
Texas Trust Act ("BMT"), Portfolio C Investors, L.P., a Delaware limited
partnership ("PCI"), Sid R. Bass, Inc., a Texas corporation ("SRB, Inc."), Lee
M. Bass, Inc., a Texas corporation ("LMB, Inc."), Peter Sterling ("PS"), The
Airlie Group, L.P., a Delaware limited partnership ("TAG"), William P. Hallman,
Jr. ("WPH"), Annie R. Bass Grandson's Trust for Sid R. Bass, a Texas
testamentary trust ("ARBS"), Annie R. Bass Grandson's Trust for Lee M. Bass, a
Texas testamentary trust ("ARBL"), Hyatt Anne Bass Successor Trust, a Texas
trust ("HBST"), and Samantha Sims Bass Successor Trust, a Texas trust ("SBST")
(collectively, the "Reporting Persons"). Additionally, information is included
herein with respect to the following persons (collectively, the "Controlling
Persons"): Perry R. Bass ("PRB"), Nancy L. Bass ("NLB"), Portfolio Associates,
Inc., a Delaware corporation ("PA"), Trinity I Fund, L.P., a Delaware limited
partnership ("TIF"), TF Investors, L.P., a Delaware limited partnership ("TFI"),
Trinity Capital Management, Inc., a Delaware corporation ("TCM"), Sid R. Bass
("SRB"), Lee M. Bass ("LMB"), EBD, L.P., a Delaware limited partnership ("EBD"),
TMT-FW, Inc., a Texas corporation ("TMT-FW"), Dort A. Cameron, III ("DAC"),
Panther City Investment Company, a Texas corporation ("PCIC"), and Panther City
Production Company, a Texas corporation ("PCPC"). The Reporting Persons and the
Controlling Persons are sometimes hereinafter collectively referred to as the
"Item 2 Persons." The Item 2 Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Item 2 Persons that
such a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
Item 2(b) is hereby amended and restated in its entirety as follows:
The address of the principal business office or residence of each of the
Reporting and Controlling Persons is as follows:
The principal business office for each of PCI, PS, PA, TIF, TFI, TCM, EBD
and TMT-FW is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
The principal business office for each of SRB, Inc., LMB, Inc., BMT, ARBS,
ARBL, SRB, LMB and PRB is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
The principal business office for WPH is 201 Main Street, Suite 2500, Fort
Worth, Texas 76102.
The principal business office for each of HBST, SBST, PCIC, and PCPC is 201
Main Street, Suite 2600, Fort Worth, Texas 76102.
The principal business office for TAG and DAC is 115 E. Putnam Ave.,
Greenwich, Connecticut 06830.
NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and
she is not presently employed.
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Persons
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,549,762, which constitutes approximately
1.8% 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 3,278,309, which constitutes approximately
2.3% of the outstanding shares of the Stock.
SRB, Inc.
The aggregate number of shares of the Stock that SRB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,294,211, which constitutes
approximately 1.6% of the outstanding shares of the Stock.
LMB, Inc.
The aggregate number of shares of the Stock that LMB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,294,211, which constitutes
approximately 1.6% 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 187,600, which constitutes approximately
0.1% of the shares of the Stock.
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 269,633, which constitutes
approximately 0.2% of the outstanding shares of the Stock.
WPH
Because of his positions as (i) the trustee of each of ARBS and ARBL, (ii)
President and sole shareholder of TMT-FW, which is one of two general partners
of EBD, the sole general partner of TAG, (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 of his individual ownership of 140,002 shares of the Stock,
WPH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 4,579,868 shares of the Stock in the aggregate, which constitutes
approximately 3.2% 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 445,962, which constitutes approximately
0.3% 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 445,962, which constitutes approximately
0.3% 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 857,701, which constitutes approximately
0.6% 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 857,701, which constitutes approximately
0.6% of the outstanding shares of the Stock.
Controlling Persons
PRB
Because of his positions as Trustee and a Trustor of BMT, PRB may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,549,762
shares of the Stock, which constitutes approximately 1.8% of the outstanding
shares of the Stock.
NLB
Because of her position as a Trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 2,549,762 shares of
the Stock, which constitutes approximately 1.8% 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
3,278,309 shares of the Stock, which constitutes approximately 2.3% 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 3,278,309 shares of the Stock, which constitutes
approximately 2.3% 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
3,278,309 shares of the Stock, which constitutes approximately 2.3% 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 3,278,309 shares of the Stock, which
constitutes approximately 2.3% of the outstanding shares of the Stock.
SRB
Because of his position as President of SRB, Inc., SRB may, pursuant to
Rule 13d-3, be deemed to be the beneficial owner of 2,294,211 shares of the
Stock, which constitutes approximately 1.6% of the outstanding shares of the
Stock.
LMB
Because of his position as President of LMB, Inc., LMB may, pursuant to
Rule 13d-3, be deemed to be the beneficial owner of 2,294,211 shares of the
Stock, which constitutes approximately 1.6% 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
269,633 shares of the Stock, which constitutes approximately 0.2% 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 269,633 shares of the Stock, which constitutes
approximately 0.2% 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 269,633 shares of the Stock, which constitutes
approximately 0.2% 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 1,715,402 of the Stock,
which constitutes approximately 1.2% 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 1,715,402 shares of the Stock, which constitutes approximately 1.2% of
the outstanding shares of the Stock.
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.
(c)
Reporting Persons
BMT
Acting through its Trustee, BMT has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 2,549,762 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 3,278,309
shares of the Stock.
SRB, Inc.
Acting through its President, SRB, Inc. has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,294,211 shares
of the Stock.
LMB, Inc.
Acting through its President, LMB, Inc. has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,294,211 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 187,600 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 269,633 shares
of the Stock.
WPH
Acting in his individual capacity and in his capacity as Trustee of each of
ARBS and ARBL, WPH has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 1,031,926 shares of the Stock. In
addition, 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, WPH has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 3,278,309 shares of the Stock. Also, 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, WPH has shared power to vote or to
direct the vote and to dispose or to direct the disposition of 269,633 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 445,962 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 445,962 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 857,701 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 857,701 shares of the Stock.
Controlling Persons
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,549,762 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.
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 3,278,309 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 3,278,309 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 3,278,309 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 3,278,309 shares of the Stock.
SRB
In his capacity as President of SRB, Inc., SRB has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,294,211
shares of the Stock.
LMB
In his capacity as President of LMB, Inc., LMB has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,294,211
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 269,633 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 269,633 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 269,633 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 1,715,402 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 1,715,402 shares of the Stock.
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
DATED: October 14, 1999
By: /s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST(1)
PETER STERLING(2)
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President of:
SID R. BASS, INC.
LEE M. BASS, INC.
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
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
/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
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
(1) 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.
(2) 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.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), previously filed.
