SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Meditrust Corporation
Meditrust Operating Company
(Name of Issuers)
Common Stock
(Title of Class of Securities)
801209206
801212101
(CUSIP Numbers)
November 30, 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 10,907,971, which constitutes
approximately 7.7% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 141,015,001 shares
outstanding. As of November 1, 1999, there were 141,015,001 shares of Meditrust
Operating Company outstanding and 142,320,378 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:
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: 00--Partnership Contributions
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: 32,783 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 32,783 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
32,783
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
<PAGE>
1. Name of Reporting Person:
FW Trinity Limited 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: 00--Partnership Contributions
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: 419,398 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 419,398 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
419,398
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: PN
- ----------
(1) Power is exercised through its sole general partner, TF-FW Investors, Inc.
<PAGE>
1. Name of Reporting Person:
National Bancorp of Alaska, Inc.
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: 113,045 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 113,045 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
113,045
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Richard Strutz.
<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: 419,398 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 187,600
Person
With
10. Shared Dispositive Power: 419,398 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
606,998 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: IN
- ---------------
(1) Solely in his capacity as one of two stockholders of TF-FW Investors, Inc.,
which is the sole general partner of FW Trinity Limited Investors, L.P.,
with respect to 419,398 shares of the Stock.
<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
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: 1,334,342 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 419,398 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,334,342 (1)
Person
With
10. Shared Dispositive Power: 419,398 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,753,740 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.2%
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 Trinity Capital Management,
Inc., which is the sole general partner of TF Investors, L.P., with respect
to 32,783 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.
(2) Solely in his capacity as President and one of two stockholders of
TF-FW Investors, Inc., sole general partner of FW Trinity Limited
Investors, L.P., with respect to 419,398 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, as amended by Amendment No. 1 dated October 14, 1999 (the "Schedule 13G"),
relating to the paired Common Stock, $0.10 par value (the "Stock"), 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 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"), TF
Investors, L.P., a Delaware limited partnership ("TFI"), FW Trinity Limited
Investors, L.P., a Texas limited partnership ("FWT"), National Bancorp of
Alaska, Inc., a Delaware corporation ("Alaska"), 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"), Trinity Capital Management, Inc., a Delaware corporation ("TCM"), TF-FW
Investors, Inc., a Texas corporation ("TF-FW"), Richard Sturtz ("RS"), 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 FWT, TF-FW, PS, 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.
The principal business office for Alaska and RS is 301 West Northern Lights
Boulevard, Anchorage, Alaska 99503.
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.
TFI
The aggregate number of shares of the Stock that TFI owns beneficially,
pursuant to Rule 13d-3 of the Act, is 32,783, which constitutes less than 0.1%
of the outstanding shares of the Stock.
FWT
The aggregate number of shares of the Stock that FWT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 419,398, which constitutes approximately
0.3% of the outstanding shares of the Stock.
Alaska
The aggregate number of shares of the Stock that Alaska owns beneficially,
pursuant to Rule 13d-3 of the Act, is 113,045, which constitutes less than 0.1%
of the outstanding shares of the Stock.
SRB, Inc.
The aggregate number of shares of the Stock that SRB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,294,211, 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
Because of his position as one of two stockholders of TF-FW, sole general
partner of FWT, and because of his individual ownership of 187,600 shares of the
Stock, the aggregate number of shares of the Stock that PS owns beneficially,
pursuant to Rule 13d-3 of the Act, is 606,998, which constitutes approximately
0.4% 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, (iv) President and one of two
stockholders of TF-FW, sole general partner of FWT, 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 1,753,740 shares of
the Stock in the aggregate, which constitutes approximately 1.2% 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.
TCM
Because of its position as the sole general partner of TFI, TCM may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
32,783 shares of the Stock, which constitutes less than 0.1% of the outstanding
shares of the Stock.
TF-FW
Because of its position as the sole general partner of FWT, TF-FW may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
419,398 shares of the Stock, which constitutes approximately 0.3% of the
outstanding shares of the Stock.
RS
Because of his position as President of Alaska, RS may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 113,045 shares of the
Stock, which constitutes less than 0.1% 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.
TFI
Acting through its sole general partner, TFI has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 32,783 shares
of the Stock.
FWT
Acting through its sole general partner, FWT has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 419,398 shares
of the Stock.
Alaska
Acting through its President, Alaska has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 113,045 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. In addition, in his
capacity as one of two stockholders of TF-FW, sole general partner of FWT, PS
has the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 419,398 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, WPH has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 32,783 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. In addition, in his capacity as the
President and one of two stockholders of TF-FW, which is the sole general
partner of FWT, WPH has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 419,398 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.
TCM
As the sole general partner of TFI, TCM has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 32,783 shares of
the Stock.
TF-FW
As the sole general partner of FWT, TF-FW has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 419,398 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: December 3, 1999
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
FW TRINITY LIMITED INVESTORS, L.P.,
a Texas limited partnership
By: TF-FW Investors, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
NATIONAL BANCORP OF ALASKA, INC.
By: /s/ Richard Strutz
Richard Strutz, President
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
/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.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), previously filed.
