SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Human Genome Sciences, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
444903108
(Cusip Number)
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)
/X/ Rule 13d-1(c)
/ / 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 3,495,865 shares, which
constitutes approximately 15.6% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 22,438,276 shares
outstanding.
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CUSIP No. 444903108
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 896,188 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 896,188 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
896,188
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 4.0%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
<PAGE>
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CUSIP No. 444903108
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: USA
5. Sole Voting Power: 1,174,733 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,174,733 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,174,733 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 5.2%
12. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee of the Ramona Frates Bass 1993 A
Trust with respect to 178,668 shares of the Stock, as the sole trustee of
the Perry R. Bass, II 1993 A Trust with respect to 178,669 shares of the
Stock, and as the sole trustee of the Sophie Seeligson Bass 1993 A Trust
with respect to 178,669 shares of the Stock.<PAGE>
<PAGE>
CUSIP No. 444903108
1. Name of Reporting Person:
Wesley Guylay Capital Management, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 218,383 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 218,383 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
218,383
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.0%
12. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Wesley Richard Guylay.
<PAGE>
<PAGE>
CUSIP No. 444903108
1. Name of Reporting Person:
Wesley Guylay Capital Management III, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 56,616 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 56,616 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
56,616
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.3%
12. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Wesley Richard Guylay.
<PAGE>
<PAGE>
CUSIP No. 444903108
1. Name of Reporting Person:
Ramona Frates Bass 1993 A Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 178,668 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 178,668 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
178,668
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.8%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Lee M. Bass.
<PAGE>
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CUSIP No. 444903108
1. Name of Reporting Person:
Perry R. Bass, II 1993 A Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 178,669 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 178,669 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
178,669
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.8%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Lee M. Bass.
<PAGE>
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CUSIP No. 444903108
1. Name of Reporting Person:
Sophie Seeligson Bass 1993 A Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 178,669 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 178,669 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
178,669
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.8%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Lee M. Bass.
<PAGE>
<PAGE>
CUSIP No. 444903108
1. Name of Reporting Person:
Cotham Family Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 5,000 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 5,000 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, the Matthew Kingston
Cotham 1996 Trust.
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<PAGE>
CUSIP No. 444903108
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. Citizenship or Place of Organization: USA
5. Sole Voting Power: 523,000 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 523,000 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
523,000 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.3%
12. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as the sole trustee of the Matthew Kingston
Cotham 1996 Trust with respect to 5,000 shares of the Stock, as the sole
trustee of the P. Andrew Sterling 1990 Trust with respect to 750 shares of
the Stock, as the sole trustee of the Lisa D. Sterling 1990 Trust with
respect to 750 shares of the Stock, as the sole trustee of the Philip D.
Sterling 1990 Trust A with respect to 750 shares of the Stock, as the sole
trustee of the Alexandra D. Sterling 1990 Trust A with respect to 750
shares of the Stock, as the sole trustee of the Annie R. Bass Grandson's
Trust for Sid R. Bass with respect to 250,000 shares of the Stock, and as
the sole trustee of the Annie R. Bass Grandson's Trust for Lee M. Bass
with respect to 250,000 shares of the Stock.<PAGE>
<PAGE>
CUSIP No. 444903108
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. Citizenship or Place of Organization: USA
5. Sole Voting Power: 22,000
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 22,000
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
22,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: IN
<PAGE>
<PAGE>
CUSIP No. 444903108
1. Name of Reporting Person:
P. Andrew Sterling 1990 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 750 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 750 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
750
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, William P. Hallman, Jr.
<PAGE>
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CUSIP No. 444903108
1. Name of Reporting Person:
Lisa D. Sterling 1990 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 750 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 750 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
750
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, William P. Hallman, Jr.
<PAGE>
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CUSIP No. 444903108
1. Name of Reporting Person:
Philip D. Sterling 1990 Trust A
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 750 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 750 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
750
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
CUSIP No. 444903108
1. Name of Reporting Person:
Alexandra D. Sterling 1990 Trust A
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 750 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 750 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
750
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, William P. Hallman, Jr.
<PAGE>
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CUSIP No. 444903108
1. Name of Reporting Person:
Mary Susanna Hallman 1992 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 2,000 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 2,000 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, W. Robert Cotham.
<PAGE>
<PAGE>
CUSIP No. 444903108
1. Name of Reporting Person:
William P. Hallman, III 1992 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 2,000 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 2,000 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, W. Robert Cotham.<PAGE>
<PAGE>
CUSIP No. 444903108
1. Name of Reporting Person:
Lee Caroline Hallman 1992 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 2,000 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 2,000 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, W. Robert Cotham.
<PAGE>
<PAGE>
CUSIP No. 444903108
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. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 250,000 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 250,000 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
250,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.1%
12. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
CUSIP No. 444903108
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. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 250,000 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 250,000 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
250,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.1%
12. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
<PAGE>
<PAGE>
CUSIP No. 444903108
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. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 299,473 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 299,473 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
299,473 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.3%
12. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, Panther City Investment
Company.
<PAGE>
<PAGE>
CUSIP No. 444903108
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. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 299,472 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 299,472 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
299,472
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 1.3%
12. Type of Reporting Person: 00 - Trust
- ----------------------------
(1) Power is exercised through its trustee, Panther City Investment
Company.<PAGE>
<PAGE>
Pursuant to Rule 13d-2(b) 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 September 14,
1998 (the "Schedule 13G"), relating to the Common Stock, par value $0.01 per
share, of Human Genome Sciences, Inc. (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings as those
set forth in the Schedule 13G.
Item 4. Ownership.
Item 4 (a) - (c) is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Persons
SRBMT
The aggregate number of shares of the Stock that SRBMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 896,188, which constitutes approximately
4.0% of the outstanding shares of the Stock.
LMB
Because of his positions as the sole trustee of each of RFBT, PRBT, and
SSBT and because of his direct ownership of 638,727 shares of the Stock, LMB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,174,733 shares of the Stock, which constitutes approximately 5.2% of the
outstanding shares of the Stock.
WGCM
The aggregate number of shares of the Stock that WGCM owns beneficially,
pursuant to Rule 13d-3 of the Act, is 218,383, which constitutes approximately
1.0% of the outstanding shares of the Stock.
WGCM III
The aggregate number of shares of the Stock that WGCM III owns
beneficially, pursuant to Rule 13d-3 of the Act, is 56,616, which constitutes
approximately 0.3% of the outstanding shares of the Stock.
RFBT
The aggregate number of shares of the Stock that RFBT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 178,668, which constitutes approximately
0.8% of the outstanding shares of the Stock.
PRBT
The aggregate number of shares of the Stock that PRBT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 178,669, which constitutes approximately
0.8% of the outstanding shares of the Stock.
SSBT
The aggregate number of shares of the Stock that SSBT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 178,669, which constitutes approximately
0.8% of the outstanding shares of the Stock.
CFP
The aggregate number of shares of the Stock that CFP owns beneficially,
pursuant to Rule 13d-3 of the Act, is 5,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
WPH
Because of his positions as the sole trustee of each of MKCT, PAST, LDST,
PDST, ADST, ARBS, and ARBL, and because of his direct ownership of 15,000 shares
of the Stock, WPH may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 523,000 shares of the Stock, which constitutes approximately
2.3% 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 22,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
PAST
The aggregate number of shares of the Stock that PAST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of
the outstanding shares of the Stock.
LDST
The aggregate number of shares of the Stock that LDST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of
the outstanding shares of the Stock.
PDST
The aggregate number of shares of the Stock that PDST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of
the outstanding shares of the Stock.
ADST
The aggregate number of shares of the Stock that ADST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 750, which constitutes less than 0.1% of
the outstanding shares of the Stock.
MSHT
The aggregate number of shares of the Stock that MSHT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
WPHT
The aggregate number of shares of the Stock that WPHT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
LCHT
The aggregate number of shares of the Stock that LCHT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,000, which constitutes less than 0.1%
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 250,000, which constitutes 1.1% 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 250,000, which constitutes 1.1% of the
outstanding shares of the Stock.
HBST
The aggregate number of shares of the stock that HBST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 299,473 shares which constitutes
approximately 1.3% of the outstanding shares of the Stock.
SBST
The aggregate number of shares of the Stock that HBST owns beneficially,
pursuant to Rule 13d-3 of the Act, is 299,472 shares, which constitutes
approximately 1.3% of the outstanding shares of the stock.
Controlling Persons
SRB
Because of his positions as a trustee and the sole trustor of SRBMT and by
virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 896,188 shares of the Stock, which
constitutes approximately 4.0% of the outstanding shares of the Stock.
WRG
Because of his position as the sole general partner of WGCM and of WGCM
III, WRG may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 274,999 shares of the Stock, which constitutes approximately 1.2% of
the outstanding shares of the Stock.
MKCT
Because of its position as the sole general partner of CFP, MKCT may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,000
shares of the Stock, which constitutes less than 0.1% of the outstanding shares
of the Stock.
WRC
Because of his positions as the sole trustee of each of MSHT, WPHT and
LCHT, WRC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 6,000 shares of the Stock, which constitutes less than 0.1% 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 598,945 of the Stock,
which constitutes approximately 2.7% 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 598,945 shares of the Stock, which constitutes approximately 2.7% 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
SRBMT
Acting through one of its trustees and its sole trustor, SRBMT has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 896,188 shares of the Stock.
LMB
Because of his positions as the sole trustee of each of RFBT, PRBT, and
SSBT, and because of his direct ownership of 638,727 shares of the Stock, LMB
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,174,733 shares of the Stock.
WGCM
Acting through its sole general partner, WGCM has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 218,383
shares of the Stock.
WGCM III
Acting through its sole general partner, WGCM III has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 56,616
shares of the Stock.
RFBT
Acting through its sole trustee, RFBT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 178,668 shares
of the Stock.
PRBT
Acting through its sole trustee, PRBT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 178,669 shares
of the Stock.
SSBT
Acting through its sole trustee, SSBT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 178,669 shares
of the Stock.
CFP
Acting through its sole general partner, CFP has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 5,000 shares
of the Stock.
WPH
Because of his positions as the sole trustee of each of MKCT, PAST, LDST,
PDST, ADST, ARBS, and ARBL, and because of his direct ownership of 15,000 shares
of the Stock, WPH has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 523,000 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 22,000 shares of the Stock.
PAST
Acting through its sole trustee, PAST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 750 shares of the
Stock.
LDST
Acting through its sole trustee, LDST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 750 shares of the
Stock.
PDST
Acting through its sole trustee, PDST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 750 shares of the
Stock.
ADST
Acting through its sole trustee, ADST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 750 shares of the
Stock.
MSHT
Acting through its sole trustee, MSHT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,000 shares of
the Stock.
WPHT
Acting through its sole trustee, WPHT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,000 shares of
the Stock.
LCHT
Acting through its sole trustee, LCHT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,000 shares of
the Stock.
ARBS
Acting through its sole trustee, ARBS has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 250,000 shares
of the Stock.
ARBL
Acting through its sole trustee, ARBL has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 250,000 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 299,473 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 299,472 shares of the Stock.
Controlling Persons
SRB
Because of his position as a trustee and the sole trustor of SRBMT and by
virtue of his power to revoke same, SRB has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 896,188 shares of the
Stock.
WRG
Because of his position as the sole general partner of WGCM and of WGCM
III, WRG has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 274,999 shares of the Stock.
MKCT
Because of its position as the sole general partner of CFP, and acting
through its sole trustee, MKCT has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 5,000 shares of the Stock.
WRC
Because of his positions as the sole trustee of each of MSHT, WPHT and
LCHT, WRC has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 6,000 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 598,945 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 598,945 shares of the Stock.
<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: February 5, 1999
COTHAM FAMILY PARTNERS, L.P.
By: Matthew Kingston Cotham 1996
Trust, General Partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Sole Trustee
/s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Individually and as Sole Trustee
of each of the P. Andrew Sterling
1990 Trust, Lisa D. Sterling 1990
Trust, the Philip D. Sterling 1990
Trust A, the Alexandra D. Sterling
1990 Trust A, the Annie R. Bass
Grandson's Trust for Sid R. Bass,
and the Annie R. Bass Grandson's
Trust for Lee M. Bass
Attorney-in-Fact for:
LEE M. BASS (1)
Individually and as Sole Trustee of
each of the Ramona Frates Bass
1993 A Trust, the Perry R. Bass, II
1993 A Trust and the Sophie Seeligson
Bass 1993 A Trust
/s/ W. R. Cotham
W. R. Cotham,
As Sole Trustee of each of the Mary Susanna
Hallman 1992 Trust, the William P. Hallman,
III 1992 Trust and the Lee Caroline
Hallman 1992 Trust
Attorney-in-Fact for:
SID R. BASS MANAGEMENT TRUST (2)
WESLEY GUYLAY CAPITAL
MANAGEMENT III, L.P. (3)
WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. (4)
PETER STERLING (5)
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
(1) A Power of Attorney authorizing William P. Hallman, Jr. to act on behalf
of Lee M. Bass previously has been filed with the Securities and Exchange
Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Sid R. Bass Management Trust previously has been filed with the Securities
and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Wesley Guylay Capital Management III, L.P. previously has been filed with
the Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Wesley Guylay Capital Management, L.P. previously has been filed with the
Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
Peter Sterling previously has been filed with the Securities and
Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-
1(k)(1)(iii), previously filed.
