<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
WALDEN RESIDENTIAL PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
931210108
(CUSIP Number)
HAL R. HALL
C/O OLY HIGHTOP, LLC
200 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copies to:
MICHAEL D. WORTLEY TIMOTHY B. SMITH
VINSON & ELKINS L.L.P. C/O OLY HIGHTOP, LLC
3700 TRAMMELL CROW CENTER 200 CRESCENT COURT
2001 ROSS AVENUE SUITE 1600
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
(214) 220-7732 (214) 720-7800
JANUARY 6, 2000
(Date of Event which Requires Filing of this Statement)
================================================================================
<PAGE> 2
CUSIP NO. 931210108
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Oly Hightop, LLC
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds(1) Not applicable
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
----------------------------------------------
Number of Shares Beneficially 8 Shared Voting Power(1) 2,085,171
----------------------------------------------
Owned by Each Reporting 9 Sole Dispositive Power 0
----------------------------------------------
Person With 10 Shared Dispositive Power(1) 1,408,500
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person(1) 2,085,171
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(1) 8.19%
- --------------------------------------------------------------------------------
14 Type of Reporting Person OO
- --------------------------------------------------------------------------------
(1) The reporting person expressly disclaims beneficial ownership with
respect to such shares. The reporting person does not own of record any
shares of stock of Walden Residential Properties, Inc. (the "Company"),
and no agreement exists between the reporting person and any other
party regarding the voting or disposition of any such shares; provided,
however, that certain affiliates of the reporting person have entered
into voting agreements with certain stockholders of the Company (the
"Voting Agreements") as described in Item 4. Of the shares listed
above, (a) 676,671 represent shares subject to the Voting Agreements
and (b) 1,408,500 represent shares beneficially owned, in the
aggregate, by Westdale Properties America I, Ltd., a Texas limited
partnership; JGB Ventures I, Ltd., a Texas limited partnership; JGB
Holdings, Inc., a Texas corporation; Joseph G. Beard and Ronald Kimel,
as sole Trustee for the benefit of the issue of Manuel Kimel under the
Manuel Kimel Family Trust; Westdale 2000 Inc., an Ontario, Canada
corporation; Trivestment Holdings Limited, an Ontario, Canada
corporation; and 657330 Ontario Inc., an Ontario, Canada corporation
(collectively, the "WPA Group"), according to the Schedule 13D filed by
such persons dated January 4, 1999, as amended by amendments dated
March 1, 1999, May 17, 1999, August 10, 1999 and October 1, 1999;
provided, however, that such persons have not affirmed that such
persons constitute a "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "Act"). See Item
5.
Page 2 of 15
<PAGE> 3
CUSIP NO. 931210108
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Oly Hightop, L.P.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds(1) Not applicable
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
----------------------------------------------
Number of Shares Beneficially 8 Shared Voting Power(1) 2,085,171
----------------------------------------------
Owned by Each Reporting 9 Sole Dispositive Power 0
----------------------------------------------
Person With 10 Shared Dispositive Power(1) 1,408,500
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person(1) 2,085,171
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(1) 8.19%
- --------------------------------------------------------------------------------
14 Type of Reporting Person PN
- --------------------------------------------------------------------------------
(1) The reporting person expressly disclaims beneficial ownership with
respect to such shares. The reporting person does not own of record any
shares of stock of the Company, and no agreement exists between the
reporting person and any other party regarding the voting or
disposition of any such shares, other than the Voting Agreements
described in Item 4. Of the shares listed above, (a) 676,671 represent
shares subject to the Voting Agreements and (b) 1,408,500 represent
shares beneficially owned by the WPA Group, according to the Schedule
13D filed by such persons dated January 4, 1999, as amended by
amendments dated March 1, 1999, May 17, 1999, August 10, 1999 and
October 1, 1999; provided, however, that such persons have not affirmed
that such persons constitute a "group" within the meaning of Section
13(d)(3) of the Act. See Item 5.
Page 3 of 15
<PAGE> 4
CUSIP NO. 931210108
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Oly Hightop Two GP, LLC
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds(1) Not applicable
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
----------------------------------------------
Number of Shares Beneficially 8 Shared Voting Power(1) 2,085,171
----------------------------------------------
Owned by Each Reporting 9 Sole Dispositive Power 0
----------------------------------------------
Person With 10 Shared Dispositive Power(1) 1,408,500
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person(1) 2,085,171
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(1) 8.19%
- --------------------------------------------------------------------------------
14 Type of Reporting Person OO
- --------------------------------------------------------------------------------
(1) The reporting person expressly disclaims beneficial ownership with
respect to such shares. The reporting person does not own of record any
shares of stock of the Company, and no agreement exists between the
reporting person and any other party regarding the voting or
disposition of any such shares, other than the Voting Agreements
described in Item 4. Of the shares listed above, (a) 676,671 represent
shares subject to the Voting Agreements and (b) 1,408,500 represent
shares beneficially owned by the WPA Group, according to the Schedule
13D filed by such persons dated January 4, 1999, as amended by
amendments dated March 1, 1999, May 17, 1999, August 10, 1999 and
October 1, 1999; provided, however, that such persons have not affirmed
that such persons constitute a "group" within the meaning of Section
13(d)(3) of the Act. See Item 5.
Page 4 of 15
<PAGE> 5
CUSIP NO. 931210108
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Oly Real Estate Partners II, L.P.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds(1) Not applicable
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
----------------------------------------------
Number of Shares Beneficially 8 Shared Voting Power(1) 2,085,171
----------------------------------------------
Owned by Each Reporting 9 Sole Dispositive Power 0
----------------------------------------------
Person With 10 Shared Dispositive Power(1) 1,408,500
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person(1) 2,085,171
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(1) 8.19%
- --------------------------------------------------------------------------------
14 Type of Reporting Person PN
- --------------------------------------------------------------------------------
(1) The reporting person expressly disclaims beneficial ownership with
respect to such shares. The reporting person does not own of record any
shares of stock of the Company, and no agreement exists between the
reporting person and any other party regarding the voting or
disposition of any such shares, other than the Voting Agreements
described in Item 4. Of the shares listed above, (a) 676,671 represent
shares subject to the Voting Agreements and (b) 1,408,500 represent
shares beneficially owned by the WPA Group, according to the Schedule
13D filed by such persons dated January 4, 1999, as amended by
amendments dated March 1, 1999, May 17, 1999, August 10, 1999 and
October 1, 1999; provided, however, that such persons have not affirmed
that such persons constitute a "group" within the meaning of Section
13(d)(3) of the Act. See Item 5.
Page 5 of 15
<PAGE> 6
CUSIP NO. 931210108
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Oly REP II, L.P.
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds(1) Not applicable
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
----------------------------------------------
Number of Shares Beneficially 8 Shared Voting Power(1) 2,085,171
----------------------------------------------
Owned by Each Reporting 9 Sole Dispositive Power 0
----------------------------------------------
Person With 10 Shared Dispositive Power(1) 1,408,500
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person(1) 2,085,171
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(1) 8.19%
- --------------------------------------------------------------------------------
14 Type of Reporting Person PN
- --------------------------------------------------------------------------------
(1) The reporting person expressly disclaims beneficial ownership with
respect to such shares. The reporting person does not own of record any
shares of stock of the Company, and no agreement exists between the
reporting person and any other party regarding the voting or
disposition of any such shares, other than the Voting Agreements
described in Item 4. Of the shares listed above, (a) 676,671 represent
shares subject to the Voting Agreements and (b) 1,408,500 represent
shares beneficially owned by the WPA Group, according to the Schedule
13D filed by such persons dated January 4, 1999, as amended by
amendments dated March 1, 1999, May 17, 1999, August 10, 1999 and
October 1, 1999; provided, however, that such persons have not affirmed
that such persons constitute a "group" within the meaning of Section
13(d)(3) of the Act. See Item 5.
Page 6 of 15
<PAGE> 7
CUSIP NO. 931210108
- --------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Oly Fund II, LLC
- --------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC use only
- --------------------------------------------------------------------------------
4 Source of Funds(1) Not applicable
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Texas
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
----------------------------------------------
Number of Shares Beneficially 8 Shared Voting Power(1) 2,085,171
----------------------------------------------
Owned by Each Reporting 9 Sole Dispositive Power 0
----------------------------------------------
Person With 10 Shared Dispositive Power(1) 1,408,500
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting
Person(1) 2,085,171
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)(1) 8.19%
- --------------------------------------------------------------------------------
14 Type of Reporting Person OO
- --------------------------------------------------------------------------------
(1) The reporting person expressly disclaims beneficial ownership with
respect to such shares. The reporting person does not own of record any
shares of stock of the Company, and no agreement exists between the
reporting person and any other party regarding the voting or
disposition of any such shares, other than the Voting Agreements
described in Item 4. Of the shares listed above, (a) 676,671 represent
shares subject to the Voting Agreements and (b) 1,408,500 represent
shares beneficially owned by the WPA Group, according to the Schedule
13D filed by such persons dated January 4, 1999, as amended by
amendments dated March 1, 1999, May 17, 1999, August 10, 1999 and
October 1, 1999; provided, however, that such persons have not affirmed
that such persons constitute a "group" within the meaning of Section
13(d)(3) of the Act. See Item 5.
Page 7 of 15
<PAGE> 8
CUSIP NO. 931210108
This Amendment No. 3 to Schedule 13D is hereby filed by Oly Fund II, LLC, a
Texas limited liability company ("Oly Fund II"); Oly REP II, L.P., a Texas
limited partnership ("Oly REP"); Oly Real Estate Partners II, L.P., a Texas
limited partnership ("Oly Real Estate"); Oly Hightop Two GP, LLC, a Delaware
limited liability company ("Oly Two"); Oly Hightop, L.P., a Texas limited
partnership ("Oly LP"); and Oly Hightop, LLC, a Delaware limited liability
company ("Oly LLC"). Oly Fund II, Oly REP, Oly Real Estate, Oly Two, Oly LP and
Oly LLC are collectively referred to herein as the "Reporting Persons." Each
Reporting Person disclaims responsibility for the completeness and accuracy of
the information contained in this Schedule 13D concerning the other Reporting
Persons.
This Amendment No. 3 amends and supplements Items 4, 5 and 6 and amends and
restates Item 7 contained in the Schedule 13D dated August 9, 1999, and amended
on September 28, 1999 and November 12, 1999, filed by each of the Reporting
Persons (as amended, the "Prior Filing"). Items 1, 2 and 3 of the Prior Filing
remain unchanged.
As a result of executing the several voting agreements dated as of January
27, 2000 (the "Voting Agreements") (a form of which is incorporated herein by
reference) with the stockholders of the Company listed on Annex A hereto (the
"Company Stockholders"), the Reporting Persons may be deemed, for the purposes
of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), to
have formed a "group" with the Company Stockholders. The Reporting Persons have
been advised by the Company Stockholders that the Company Stockholders intend to
file separate Statements on Schedule 13D (or amendments to previously filed
Statements) with respect to the matters set forth herein.
The information regarding the Company Stockholders contained in this
Amendment No. 3 is provided to the best knowledge of the Reporting Persons and,
unless otherwise indicated, is based on information provided to the Reporting
Persons by the Company Stockholders.
ITEM 4. PURPOSE OF THE TRANSACTION.
On January 6, 2000, the Company, Newco and Parent entered into a Second
Amended and Restated Agreement and Plan of Merger, dated as of January 6, 2000
(the "Amended Merger Agreement"), which amends and restates the First Amended
and Restated Agreement and Plan of Merger, dated as of November 5, 1999 (the
"Prior Merger Agreement") among such parties. In addition, the Company entered
into memoranda of understanding with plaintiffs' counsel to settle certain
stockholder litigation relative to the transactions contemplated by the merger
agreement. The following summary of certain terms of the Amended Merger
Agreement is qualified in its entirety by reference to the Amended Merger
Agreement, which is incorporated herein by reference.
Under the terms of the Amended Merger Agreement and the contemplated
settlement, Newco will be merged with and into the Company, with the Company as
the surviving corporation (the "Merger"), and (i) each share of common stock,
par value $.01 per share ("Company Common Stock"), of the Company issued and
outstanding immediately prior to time of consummation of the Merger (the
"Effective Time") will be converted into the right to receive $23.14 in cash;
(ii) each share of 9.16% Series B Convertible Redeemable Preferred Stock, par
value $.01 per share, of the Company issued and outstanding immediately prior to
the Effective Time will be converted into the right to receive $26.39 in cash,
which is equivalent to $23.14 per share of Company Common Stock on an
as-converted basis; (iii) each share of 9.20% Senior Preferred Stock, par value
$.01 per share, of the Company issued and outstanding immediately prior to the
Effective Time will be converted into the right to receive $22.00 in cash; and
(iv) each share of 9.0% Redeemable Preferred Stock, par value $.01 per share, of
the Company issued and outstanding immediately prior to the Effective Time will
be converted into the right to receive $19.50 in cash. Holders of all series of
the Company's preferred stock will also receive all accrued and unpaid dividends
on such shares up to, but excluding, the closing date of the Merger.
Page 8 of 15
<PAGE> 9
CUSIP NO. 931210108
Under the Prior Merger Agreement, each share of Company Common Stock
would be converted into the right to receive $23.25 per share, subject to
certain adjustments estimated to be approximately $5 million in the aggregate to
be allocated among all common equity interests. The full $5 million adjustment
would have reduced the per share price to $23.09 under the Prior Merger
Agreement.
The other material financial terms of the Prior Merger Agreement remain in
force, including the option for holders of common operating partnership units to
select cash in an amount of $23.14 per unit, partnership interests in the
acquiring entity or a combination of cash and partnership interests.
On January 27, 2000, Oly Hightop Parent, L.P., a Delaware limited
partnership ("Parent"), Oly Hightop Corporation, a Maryland corporation
("Newco"), and the Company Stockholders entered into the Voting Agreements.
Pursuant to the terms of the Voting Agreements, each Company Stockholder has
agreed to vote each share of Company Common Stock, that the Company Stockholder
owns of record or of which the Company Stockholder has the power to direct the
vote (and any shares later acquired, including upon the exercise of stock
options or conversion of units of limited partnership interest in Walden/Drever
Operating Partnership, L.P., a Delaware limited partnership, and Walden
Residential Operating Partnership, L.P., a Delaware limited partnership) (the
"Subject Shares") in favor of the transactions contemplated by the Amended
Merger Agreement and has appointed Parent as its proxy for such purpose. The
Voting Agreements will assist Parent in obtaining the requisite approval of the
holders of at least a majority of the outstanding shares of Company Common Stock
for the transactions contemplated by the Amended Merger Agreement.
Under the Voting Agreements each of the Company Stockholders agrees, and
grants to Parent an irrevocable proxy to vote the Subject Shares of that Company
Stockholder, as follows:
(a) at any meeting of stockholders of the Company called to vote upon the
Merger or the Amended Merger Agreement, or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including by
written consent) with respect to the Merger and the Amended Merger Agreement is
sought, to vote (or cause to be voted) the Subject Shares in favor of the Merger
and any other transaction contemplated by the Amended Merger Agreement;
(b) at any meeting of the stockholders of the Company or at any
adjournments thereof or in any other circumstances upon which the Company
Stockholder's vote, consent or other approval is sought, to vote (or cause to be
voted) the Subject Shares against (i) any merger agreement or merger (other than
the Amended Merger Agreement and the Merger), consolidation, combination, sale
of substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by the Company or any other takeover proposal or
Company Acquisition Proposal (as defined in the Amended Merger Agreement) or
(ii) any amendment of the Company's charter or bylaws or other proposal or
transaction involving the Company or any of its subsidiaries which would in any
manner impede, frustrate, prevent or nullify the Merger, the Amended Merger
Agreement or any of the other transactions contemplated by the Amended Merger
Agreement or change the voting rights of the Company Common Stock;
(c) subject to certain exceptions, not to sell, transfer, pledge, assign or
otherwise dispose of (including by gift) (collectively, the "Transfer"), or
enter into any contract, option or other arrangement with respect to the
Transfer of the Subject Shares to any person other than pursuant to the terms of
the Amended Merger Agreement or enter into any voting arrangement in connection
with any Company Acquisition Proposal; and
(d) not to directly or indirectly solicit, initiate or encourage the
submission of any Company Acquisition Proposal or, except as permitted by the
Amended Merger Agreement, directly or indirectly participate in any discussions
or negotiations regarding, or furnish to any person any information with respect
to, or take any other action to facilitate any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any Company
Acquisition Proposal.
Page 9 of 15
<PAGE> 10
CUSIP NO. 931210108
The foregoing summary of the terms of the Voting Agreements is qualified in
its entirety by reference to the form of Voting Agreement, which is incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Pursuant to the Voting Agreements, each Company Stockholder has
agreed to vote the Subject Shares at any meeting of the Company's stockholders,
however called, or in connection with any written consent of the Company's
stockholders in lieu of a meeting or otherwise, in favor of the adoption and
approval of the Amended Merger Agreement and the Merger and the approval of the
terms thereof and the transactions contemplated thereby. In addition, each of
the Company Stockholders have agreed to appoint Parent as its proxy for such
purpose. As a result, Parent has shared voting power with respect to an
aggregate of 676,671 shares of Company Common Stock held by the Company
Stockholders, representing approximately 2.6% of the shares of Company Common
Stock outstanding.
Other than as described above, neither Parent nor any of its subsidiaries
beneficially own any shares of Company Common Stock. To the best knowledge of
Parent, none of Parent's executive officers and directors beneficially owns any
shares of Company Common Stock. Parent disclaims beneficial ownership of such
shares and, notwithstanding anything to the contrary contained in this Schedule
13D, and in accordance with Rule 13d-4 promulgated under the Exchange Act, the
filing of this Schedule 13D shall not be construed as an admission that Parent
is the beneficial owner of such shares.
(c) No transactions in the Company Common Stock were effected by the
Reporting Persons during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Parent, Newco and the Company entered into the Amended Merger Agreement on
January 6, 2000.
Pursuant to the Voting Agreements, the Company Stockholders have agreed,
subject to certain exceptions, not to Transfer, or enter into any contract,
option or other arrangement with respect to the Transfer of the Subject Shares
to any person other than pursuant to the terms of the Amended Merger Agreement
or enter into any voting arrangement in connection with any Company Acquisition
Proposal.
The Company Stockholders have also agreed not to directly or indirectly
solicit, initiate or encourage the submission of any Company Acquisition
Proposal or, except as permitted by the Amended Merger Agreement, directly or
indirectly participate in any discussions or negotiations regarding, or furnish
to any person any information with respect to, or take any other action to
facilitate any inquiries or the making of any proposal that constitutes, or may
reasonably be expected to lead to, any Company Acquisition Proposal. Other than
the matters set forth in this Item 6, and the Voting Agreements and the Amended
Merger Agreement as described in response to Items 4 and 5 (which responses are
incorporated herein by reference) and the transactions contemplated thereby,
there are no contracts, arrangements, understandings or relationships between
any of the Reporting Persons and any other person, or, to the best knowledge of
the Reporting Persons, among any of the Reporting Persons' executive officers
and directors or between any of the Reporting Persons' executive officers and
directors and any other person, with respect to shares of Company Common Stock.
Page 10 of 15
<PAGE> 11
CUSIP NO. 931210108
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NO.
- --------
10.1 Agreement and Plan of Merger dated September 24, 1999 among Parent,
Newco and the Company.(1)
10.2 Amended and Restated Agreement and Plan of Merger dated November 5,
1999 among Parent, Newco and the Company.(2)
10.3 Form of Voting Agreement among Parent, Newco, the Company and the
stockholder named therein.(1)
10.4 Letter Agreement dated September 24, 1999 between Oly LLC and
Westdale.+
10.5 Second Amended and Restated Agreement and Plan of Merger dated
January 6, 2000 among Parent, Newco and the Company.(3)
99.1 Joint Filing Statement dated September 28, 1999, among Oly Fund II,
Oly REP, Oly Real Estate, Oly Two, Oly LP and Oly LLC.+
+Previously filed.
(1)Incorporated by reference to the Company's Current Report on Form 8-K dated
September 24, 1999.
(2)Incorporated by reference to the Company's Current Report on Form 8-K dated
November 5, 1999.
(3)Incorporated by reference to the Company's Current Report on Form 8-K dated
January 10, 2000.
Page 11 of 15
<PAGE> 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 28, 2000 OLY FUND II, LLC
By: /s/ Hal R. Hall
--------------------------------------
Name: Hal R. Hall
------------------------------------
Title: Vice President
-----------------------------------
OLY REP II, L.P.
By: Oly Fund II, LLC,
its general partner
By: /s/ Hal R. Hall
--------------------------------------
Name: Hal R. Hall
------------------------------------
Title: Vice President
-----------------------------------
OLY REAL ESTATE PARTNERS II, L.P.
By: Oly REP II, L.P.,
its general partner
By: Oly Fund II, LLC,
its general partner
By: /s/ Hal R. Hall
--------------------------------------
Name: Hal R. Hall
------------------------------------
Title: Vice President
-----------------------------------
OLY HIGHTOP TWO GP, LLC
By: /s/ Hal R. Hall
--------------------------------------
Name: Hal R. Hall
------------------------------------
Title: Vice President
-----------------------------------
Page 12 of 15
<PAGE> 13
OLY HIGHTOP, L.P.
By: Oly Hightop Two GP, LLC,
its general partner
By: /s/ Hal R. Hall
--------------------------------------
Name: Hal R. Hall
------------------------------------
Title: Vice President
-----------------------------------
OLY HIGHTOP, LLC
By: Oly Hightop, L.P.,
its sole member
By: Oly Hightop Two GP, LLC,
its general partner
By: /s/ Hal R. Hall
--------------------------------------
Name: Hal R. Hall
------------------------------------
Title: Vice President
-----------------------------------
Page 13 of 15
<PAGE> 14
ANNEX A
Company Stockholders
Linda Walker Bynoe
Don R. Daseke
Mark S. Dillinger
Marshall B. Edwards
Francesco Galesi
Michael E. Masterson
Rotterdam Ventures, Inc.
RC/MacArthur, Inc.
The Walden Group, Inc.
Page 14 of 15
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
10.1 Agreement and Plan of Merger dated September 24, 1999 among Parent,
Newco and the Company.(1)
10.2 Amended and Restated Agreement and Plan of Merger dated November 5,
1999 among Parent, Newco and the Company.(2)
10.3 Form of Voting Agreement among Parent, Newco, the Company and the
stockholder named therein.(1)
10.4 Letter Agreement dated September 24, 1999 between Oly LLC and
Westdale.+
10.5 Second Amended and Restated Agreement and Plan of Merger dated
January 6, 2000 among Parent, Newco and the Company.(3)
99.1 Joint Filing Statement dated September 28, 1999, among Oly Fund II,
Oly REP, Oly Real Estate, Oly Two, Oly LP and Oly LLC.+
</TABLE>
+Previously filed.
(1)Incorporated by reference to the Company's Current Report on Form 8-K dated
September 24, 1999.
(2)Incorporated by reference to the Company's Current Report on Form 8-K dated
November 5, 1999.
(2)Incorporated by reference to the Company's Current Report on Form 8-K dated
January 10, 2000.
Page 15 of 15
