SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Meditrust Corporation
Meditrust Operating Company
(Name of Issuers)
Common Stock
(Title of Class of Securities)
801209206
801212101
(CUSIP Numbers)
December 31, 1998
(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 13,343,523, which constitutes
approximately 8.9% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 150,713,428 shares
outstanding. As of October 31, 1998, there were 150,713,428 shares of
Meditrust Corporation outstanding and 149,408,051 shares of Meditrust
Operating Company outstanding.<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 - 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: 1,901,205 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,901,205 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,901,205
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.3%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Thomas M. Taylor.
<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: 2,990,809 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,990,809 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,990,809
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: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Sources of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,294,211 (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): 1.5%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Sources of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,294,211 (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): 1.5%
14. Type of Reporting Person: CO
- ----------------------------
(1) Power is exercised through its President, Lee M. Bass.
<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: 658,526 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 658,526 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
658,526
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4%
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:
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>
<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>
<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: 1,031,926 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,031,926 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,031,926 (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%
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.
<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: 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>
<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>
<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>
<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>
<PAGE>
Item 1(a). Name of Issuers.
The name of the issuers are Meditrust Corporation and Meditrust
Operating Company (collectively, the "Issuers").
Item 1(b). Address of Issuers' Principal Executive Offices.
The principal executive offices of the Issuers are located at 197 First
Avenue, Suite 300, Needham Heights, Massachusetts 02194-9127.
Item 2(a). Names of Persons Filing.
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 Thomas M. Taylor & Co., a Texas corporation ("Taylor & Co."),
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."), The Bass Management Trust, a revocable grantor
trust established pursuant to the Texas Trust Act ("BMT"), 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"): Thomas M. Taylor ("TMT"),
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"), Perry R. Bass
("PRB"), Nancy L. Bass ("NLB"), 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.
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 Taylor & Co., PCI, PS, TMT,
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 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G statement relates to the paired common stock, $0.10
par value, of the Issuers (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the Meditrust Corporation stock is 801209206 and the
CUSIP number of Meditrust Operating Company stock is 801212101.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b) or (c).
Not applicable.
Item 4. Ownership.
(a) - (b)
Reporting Persons
Taylor & Co.
The aggregate number of shares of the Stock that Taylor & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,901,205, which
constitutes approximately 1.3% 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 2,990,809, which constitutes
approximately 2.0% 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 1.5% 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 1.5% 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 658,526, which constitutes
approximately 0.4% 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 the trustee of each of ARBS and ARBL, and
because of his individual ownership of 140,002 shares of the Stock, WPH may,
pursuant to Rule 13d-3, be deemed to be the beneficial owner of 1,031,926
shares of the Stock in the aggregate, which constitutes approximately 0.7% 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
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, TMT may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 5,161,647 shares of the Stock in
the aggregate, which constitutes approximately 3.4% 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
2,990,809 shares of the Stock, which constitutes approximately 2.0% 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 2,990,809 shares of the Stock, which
constitutes approximately 2.0% 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
2,990,809 shares of the Stock, which constitutes approximately 2.0% 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 2,990,809 shares of the Stock, which
constitutes approximately 2.0% 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 1.5% 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 1.5% 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
658,526 shares of the Stock, which constitutes approximately 0.4% 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 658,526 shares of
the Stock, which constitutes approximately 0.4% 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 1.1% 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 1.1% 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
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 1,901,205
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
2,990,809 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.
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 658,526 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.
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
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
1,901,205 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 2,990,809 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 269,633 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 2,990,809
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 2,990,809 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 2,990,809
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 2,990,809 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.
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 658,526 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.
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.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of the Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Reporting Persons pursuant to Rules 13d-1(d) and 13d-1(k)(1)(iii). The
identity of each of the Reporting Persons is set forth in Item 2(a) hereof.
The agreement required by Rule 13d-1(k)(1)(iii) is attached hereto as Exhibit
99.1.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.<PAGE>
<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: February 10, 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:
THOMAS M. TAYLOR & CO.
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>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(k)(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:
THE BASS MANAGEMENT TRUST(1)
PETER STERLING(2)
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President of:
THOMAS M. TAYLOR & CO.
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.
