PERRY CORP
SC 13G, 1999-09-20
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                              (Amendment No. ___)*

                          Crestline Capital Corporation
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    226153104
                                 (CUSIP Number)

                                 April 28, 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)

      |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 the
disclosures provided in a prior cover page.

The information required in 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).

(1)   Names of Reporting Persons

      S.S. or I.R.S. Identification No. of Above Persons

            Perry Corp.

<PAGE>

(2)   Check the Appropriate Box if a Member of a Group

            (a)   Not applicable

            (b)   Not applicable

(3)   SEC Use Only

(4)   Citizenship or Place of Organization

            New York

Number of Shares      (5)         Sole Voting Power             1,148,200
Beneficially Owned    (6)         Shared Voting Power           NONE
By Each Reporting     (7)         Sole Dispositive Power        1,148,200
Person With:          (8)         Shared Dispositive Power      NONE

(9)   Aggregate Amount Beneficially Owned by Each Reporting Person.

            1,148,200

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see
instructions). |_|

(11)  Percent of Class Represented by Amount in Row (9)         5.14%

(12)  Type of Reporting Person (see instructions): CO

<PAGE>

(1)   Names of Reporting Persons

      S.S. or I.R.S. Identification No. of Above Persons

            Richard C. Perry

(2)   Check the Appropriate Box if a Member of a Group

            (a)   Not applicable

(3)   SEC Use Only

(4)   Citizenship or Place of Organization

            United States

Number of Shares     (5)  Sole Voting Power           1,148,200 (all shares
Beneficially Owned                                    beneficially owned by
By Each Reporting                                     Perry Corp.)
Person With:         (6)  Shared Voting Power         NONE
                     (7)  Sole Dispositive Power      1,148,200 (all shares
                                                      beneficially owned by
                                                      Perry Corp.)
                     (8)  Shared Dispositive Power    NONE

(9)   Aggregate Amount Beneficially Owned by Each Reporting Person.

            1,148,200

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see
instructions). |_|

(11)  Percent of Class Represented by Amount in Row (9)      5.14%

(12)  Type of Reporting Person (see instructions):           IN

<PAGE>

ITEM 1(a). NAME OF ISSUER:

            Crestline Capital Corporation

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            6600 Rockledge Drive
            Bethesda, Maryland 20817

ITEM 2(a). NAME OF PERSON FILING:

            This statement is filed on behalf of Perry Corp., a New York
corporation, and Richard C. Perry. Perry Corp. is a private investment firm and
Richard C. Perry is the President and sole stockholder of Perry Corp.

            See attached Exhibit A which is a copy of their agreement in writing
to file this statement on behalf of each of them.

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

            599 Lexington Avenue New York, NY 10022

ITEM 2(c). CITIZENSHIP:

            Perry Corp. is a New York corporation, and Richard C. Perry is a
            citizen of the United States.

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

            Common Stock

ITEM 2(e). CUSIP NUMBER:

            226153104

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK
        WHETHER THE PERSON FILING IS A:

            If this statement is filed pursuant to Rule 13d-1(C), check this
box. |X|

ITEM 4. OWNERSHIP

            (a)   AMOUNT BENEFICIALLY OWNED:

                  1,148,200

            (b)   PERCENT OF CLASS:

                  5.14%

            (c)   NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                  (i)   Sole power to vote or to direct the vote:

                        1,148,200 shares

<PAGE>

                  (ii)  Shared power to vote or to direct the vote:

                        NONE

                  (iii) Sole power to dispose or to direct the disposition of:

                        1,148,200 shares

                  (iv)  Shared power to dispose or to direct the disposition of:

                        NONE

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

            Not Applicable

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

            Not Applicable

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

            Not Applicable

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

            Not Applicable

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

            Not Applicable

ITEM 10. CERTIFICATION

            By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

<PAGE>

                                    SIGNATURE

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.

                                                 PERRY CORP.

Dated: September 16, 1999
       New York, New York                 By:    /s/ Richard C. Perry
                                                 -------------------------------
                                                 Name:  Richard C. Perry
                                                 Title: President


Dated: September 16, 1999
       New York, New York                        /s/ Richard C. Perry
                                                 -------------------------------
                                                 Richard C. Perry

<PAGE>

                                                                       EXHIBIT A

                                    AGREEMENT

                          JOINT FILING OF SCHEDULE 13G

            The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13G and any future amendments thereto
reporting each of the undersigned's ownership of securities of Crestline Capital
Corporation and hereby affirm that such Schedule 13G is being filed on behalf of
each of the undersigned. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.

                                                 PERRY CORP.

Dated: September 16, 1999
       New York, New York                 By:    /s/ Richard C. Perry
                                                 -------------------------------
                                                 Name:  Richard C. Perry
                                                 Title: President


Dated: September 16, 1999
       New York, New York                        /s/ Richard C. Perry
                                                 -------------------------------
                                                 Richard C. Perry



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