SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Washington Mutual, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
939322103
(Cusip Number)
J. Taylor Crandall
201 Main Street
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1997
(Date of Event which Requires Filing of this Statement)
The purpose of this filing is to report the pro rata distribution of
shares of the Issuer's common stock by Acadia Partners, L.P. to its limited
partners on a pro rata basis pursuant to its limited partnership agreement.
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
*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 18,880,302 shares, which
constitutes approximately 7.1% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are
266,090,507 shares outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 11,379,576 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 9,478,300
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,379,576 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.3%
14. Type of Reporting Person: IN
- ------------
(1) Includes 1,901,276 shares of Stock over which the Reporting Person has
sole voting power. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.<PAGE>
<PAGE>
1. Name of Reporting Person:
Acadia Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable (See Item 3)
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: 1,151,316 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 112,425 (1)(3)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,151,316 (2)(3)
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: PN
- ------------
(1) Power is exercised by its sole general partner, Acadia FW Partners,
L.P.
(2) Includes 1,038,891 shares of Stock over which the Reporting Person has
sole voting power. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.
(3) Acadia holds voting and dispositive powers over 112,425 shares of
Stock that it holds for the benefit of various related parties. <PAGE>
<PAGE>
1. Name of Reporting Person:
Acadia FW Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 3,566,341 (1)(2)(3)(4)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,527,450 (1)(2)(4)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,566,341 (2)(3)(4)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.3%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised by its managing general partner, Acadia MGP, Inc.
(2) Solely in its capacity as the sole general partner of Acadia Partners,
L.P.
(3) Includes 1,038,891 shares of Stock over which the Reporting Person has
sole voting power in its capacity as the sole general partner of
Acadia Partners, L.P. Such shares are held in escrow for the benefit
of Keystone Holdings Partners, L.P. and its transferees.
(4) Includes 112,425 shares of the Stock held by Acadia Partners, L.P. for
the benefit of various related parties.<PAGE>
<PAGE>
1. Name of Reporting Person:
Acadia MGP, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 3,566,341 (1)(2)(3)(4)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,527,450 (1)(2)(4)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,566,341 (2)(3)(4)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.3%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised by its president and sole stockholder, J. Taylor
Crandall.
(2) Solely in its capacity as the managing general partner of Acadia FW
Partners, L.P.
(3) Includes 1,038,891 shares of Stock over which the Reporting Person has
sole voting power in its capacity as the managing general partner of
Acadia FW Partners, L.P. Such shares are held in escrow for the
benefit of Keystone Holdings Partners, L.P. and its transferees.
(4) Includes 112,425 shares of the Stock held by Acadia Partners, L.P. for
the benefit of various related parties.<PAGE>
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 3,898,092 (1)(2)(3)(5)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,803,773 (4)(5)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,898,092 (1)(2)(3)(5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as president and sole stockholder of Acadia
MGP, Inc. with respect to 3,566,341 shares of Stock.
(2) Includes 1,038,891 shares of Stock over which the Reporting Person has
sole voting power in his capacity as president and sole stockholder of
Acadia MGP, Inc. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.
(3) Includes 55,428 shares of Stock over which the Reporting Person has
sole voting power. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.
(4) Solely in his capacity as president and sole stockholder of Acadia
MGP, Inc. with respect to 2,527,450 shares of Stock.
(5) Includes 112,425 shares of the Stock held by Acadia Partners, L.P. for
the benefit of various related parties.<PAGE>
<PAGE>
1. Name of Reporting Person:
Capital Partnership
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,126,946 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 938,658 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,126,946 (2)
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: PN
- ------------
(1) Power is exercised by its managing partner, Margaret Lee Bass 1980
Trust.
(2) Includes 188,288 shares of Stock over which the Reporting Person has
sole voting power. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.<PAGE>
<PAGE>
1. Name of Reporting Person:
Margaret Lee Bass 1980 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,126,946 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 938,658 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,126,946 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: 00 - Trust
- ------------
(1) Power is exercised by its trustee, Panther City Investment Company.
(2) Solely in its capacity as the managing partner of Capital Partnership.
(3) Includes 188,288 shares of Stock over which the Reporting Person has
sole voting power in its capacity as the managing partner of Capital
Partnership. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.<PAGE>
<PAGE>
1. Name of Reporting Person:
Panther City Investment Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,126,946 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 938,658 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,126,946 (2)(3)
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: CO
- ------------
(1) Power is exercised by its president, W. Robert Cotham.
(2) Solely in its capacity as the trustee of Margaret Lee Bass 1980 Trust.
(3) Includes 188,288 shares of Stock over which the Reporting Person has
sole voting power in its capacity as trustee of Margaret Lee Bass 1980
Trust. Such shares are held in escrow for the benefit of Keystone
Holdings Partners, L.P. and its transferees.<PAGE>
<PAGE>
1. Name of Reporting Person:
W. Robert Cotham
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,126,946 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 938,658 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,126,946 (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): 0.4%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as the president of Panther City Investment
Company.
(2) Includes 188,288 shares of Stock over which the Reporting Person has
sole voting power in his capacity as president of Panther City
Investment Company. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.<PAGE>
<PAGE>
1. Name of Reporting Person:
KH Carl Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable (See Item 3)
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: 555,514 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 462,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
555,514 (2)
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 by its sole general partner, Bernard J. Carl.
(2) Includes 92,814 shares of Stock over which the Reporting Person has
sole voting power. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.<PAGE>
<PAGE>
1. Name of Reporting Person:
Bernard J. Carl
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 2,298,162 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,544,304 (4)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,298,162 (1)(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as the sole general partner of KH Carl
Partners, L.P. with respect to 555,514 shares of Stock.
(2) Includes 92,814 shares of Stock over which the Reporting Person has
sole voting power in his capacity as the sole general partner of KH
Carl Partners, L.P. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.
(3) Includes 291,158 shares of Stock over which the Reporting Person has
sole voting power. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.
(4) Solely in his capacity as the sole general partner of KH Carl
Partners, L.P. with respect to 462,700 shares of Stock.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Rosecliff-New American 1988 Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable (See Item 3)
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: 177,526 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0- (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
177,526 (2)
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 by its sole general partner, Daniel L. Doctoroff.
(2) Represents 177,526 shares of Stock over which the Reporting Person has
sole voting power. Such shares are held in escrow for the benefit of
Keystone Holdings Partners, L.P. and its transferees.<PAGE>
<PAGE>
1. Name of Reporting Person:
Daniel L. Doctoroff
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 190,908 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 13,382 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
190,908 (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): 0.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as the sole general partner of Rosecliff-New
American 1988 Partners, L.P.
(2) Includes 177,526 shares of Stock over which the Reporting Person has
sole voting power in his capacity as the sole general partner of
Rosecliff-New American 1988 Partners, L.P. Such shares are held in
escrow for the benefit of Keystone Holdings Partners, L.P. and its
transferees.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-6 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
December 18, 1996(the "Schedule 13D"), relating to the Common Stock, no par
value, of Washington Mutual, Inc. Unless otherwise indicated, all defined
terms used herein shall have the same meanings respectively ascribed to
them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
R. Bass
The aggregate number of shares of the Stock that R. Bass owns
beneficially, pursuant to Rule 13d-3 of the Act, is 11,379,576, which
constitutes approximately 4.3% of the outstanding shares of the Stock.
Acadia
The aggregate number of shares of the Stock that Acadia owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,151,316, which
constitutes approximately 0.4% of the outstanding shares of the Stock.
Acadia FW
Because of its position as the sole general partner of Acadia, Acadia
FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 3,566,341 shares of the Stock, which constitutes approximately
1.3% of the outstanding shares of the Stock.
Acadia MGP
Because of its position as the managing general partner of Acadia FW,
which is the sole general partner of Acadia, Acadia MGP may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,566,341
shares of the Stock, which constitutes approximately 1.3% of the
outstanding shares of the Stock.
J. Crandall
Because of his position as the president and sole stockholder of
Acadia MGP, which is the managing general partner of Acadia FW, which in
turn is the sole general partner of Acadia, J. Crandall may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,566,341
shares of the Stock, which, together with the 331,751 shares of the Stock
that J. Crandall directly beneficially owns, constitutes in the aggregate
approximately 1.5% of the outstanding shares of the Stock.
Capital
The aggregate number of shares of the Stock that Capital owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,126,946, which
constitutes approximately 0.4% of the outstanding shares of the Stock.
MLBT
Because of its position as the managing partner of Capital, MLBT may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,126,946 shares of the Stock, which constitutes approximately 0.4% of the
outstanding shares of the Stock.
Panther City
Because of its position as the trustee of MLBT, which is the managing
partner of Capital, Panther City may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 1,126,946 shares of the Stock, which
constitutes approximately 0.4% of the outstanding shares of the Stock.
R. Cotham
Because of his position as the president of Panther City, which is the
trustee of MLBT, which in turn is the managing partner of Capital, R.
Cotham may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,126,946 shares of the Stock, which constitutes
approximately 0.4% of the outstanding shares of the Stock.
KH Carl
The aggregate number of shares of the Stock that KH Carl owns
beneficially, pursuant to Rule 13d-3 of the Act, is 555,514 which
constitutes approximately 0.2% of the outstanding shares of the Stock.
B. Carl
Because of his position as the sole general partner of KH Carl, B.
Carl may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 555,514 shares of the Stock, which, together with the 1,742,648
shares of the Stock that B. Carl directly beneficially owns, constitutes in
the aggregate approximately 0.9% of the outstanding shares of the Stock.
Rosecliff
The aggregate number of shares of the Stock that Rosecliff owns
beneficially, pursuant to Rule 13d-3 of the Act, is 177,526 which
constitutes approximately 0.1% of the outstanding shares of the Stock.
D. Doctoroff
Because of his position as the sole general partner of Rosecliff, D.
Doctoroff may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 190,908 shares of the Stock, which, constitutes
approximately 0.1% of the outstanding shares of the Stock.
(b)
R. Bass
R. Bass has the sole power to vote or to direct the vote of 11,379,576
shares of the Stock and to dispose or direct the disposition of 9,478,300
shares of the Stock.
Acadia
Acting through its sole general partner, Acadia FW, Acadia has the
sole power to vote or to direct the vote of 1,151,316 shares of the Stock
and to dispose or direct the disposition of 112,425 shares of the Stock.
Acadia FW
Acting through its sole general partner, Acadia MGP, and in its
capacity as the sole general partner of Acadia, Acadia FW has the sole
power to vote or to direct the vote of 3,566,341 shares of the Stock and to
dispose or direct the disposition of 2,527,450 shares of the Stock.
Acadia MGP
Acting through its president and sole stockholder, J. Crandall, and in
its capacity as the managing general partner of Acadia FW, which is the
sole general partner of Acadia, Acadia MGP has the sole power to vote or to
direct the vote of 3,566,341 shares of the Stock and to dispose or direct
the disposition of 2,527,450 shares of the Stock.
J. Crandall
J. Crandall has the sole power to vote or to direct the vote of
331,751 shares of the Stock and to dispose or direct the disposition of
276,323 shares of the Stock. In his capacity as the president and sole
stockholder of Acadia MGP, which is the managing general partner of Acadia
FW, which in turn is the sole general partner of Acadia, J. Crandall has
the sole power to vote or to direct the vote of 3,566,341 shares of the
Stock and to dispose or direct the disposition of 2,527,450 shares of the
Stock.
Capital
Acting through its managing partner, MLBT, Capital has the sole power
to vote or to direct the vote of 1,126,946 shares of the Stock and to
dispose or direct the disposition of 938,658 shares of the Stock.
MLBT
Acting through its trustee, Panther City, and in its capacity as the
managing partner of Capital, MLBT has the sole power to vote or to direct
the vote of 1,126,946 shares of the Stock and to dispose or direct the
disposition of 938,658 shares of the Stock.
Panther City
Acting through its president, R. Cotham, and in its capacity as the
trustee of MLBT, which is the managing partner of Capital, Panther City has
the sole power to vote or to direct the vote of 1,126,946 shares of the
Stock and to dispose or direct the disposition of 938,658 shares of the
Stock.
R. Cotham
In his capacity as the president of Panther City, which is the trustee
of MLBT, which in turn is the managing partner of Capital, R. Cotham has
the sole power to vote or to direct the vote of 1,126,946 shares of the
Stock and to dispose or direct the disposition of 938,658 shares of the
Stock.
KH Carl
Acting through its sole general partner, B. Carl, KH Carl has the sole
power to vote or to direct the vote of 555,514 shares of the Stock and to
dispose or direct the disposition of 462,700 shares of the Stock.
B. Carl
B. Carl has the sole power to vote or to direct the vote of 1,742,648
shares of the Stock and to dispose or direct the disposition of 1,451,490
shares of the Stock. In his capacity as the sole general partner of KH
Carl, B. Carl has the sole power to vote or to direct the vote of 555,514
shares of the Stock and to dispose or direct the disposition of 462,700
shares of the Stock.
Rosecliff
Acting through its sole general partner, D. Doctoroff, Rosecliff has
the sole power to vote or to direct the vote of 177,526 shares of the
Stock. Rosecliff has no power to dispose or direct the disposition of any
shares of the Stock.
D. Doctoroff
In his capacity as the sole general partner of Rosecliff, D. Doctoroff
has the sole power to vote or to direct the vote of 190,908 shares of the
Stock and to dispose or direct the disposition of 13,382 shares of the
Stock.
(c) Effective September 16, 1997, Rosecliff distributed all shares of
the Common Stock owned by it to its partners on a pro rata basis. D.
Doctoroff and Acadia, limited partners in Rosecliff, received 13,382 and
247,810 shares of the Common Stock, respectively, in such distribution.
Effective October 22, 1997, Acadia distributed all shares of the
Common Stock owned by it to its partners on a pro rata basis, except for
232,415 shares held by it for the benefit of various related parties.
Acadia FW, the sole general partner of Acadia, received 2,415,025 shares in
such distribution.
During the past 60 days, Acadia has sold shares of the Common Stock in
transactions on the NASDAQ as follows:
DATE NUMBER OF PRICE PER
SHARES SOLD SHARE
10-29-97 43,558 $68.64
10-30-97 49,311 $68.35
10-31-97 27,121 $68.66
Other than as set forth above, none of the Reporting Persons have
purchased or sold any shares of the Stock in the previous 60 days.
(d) Each of the Reporting Persons affirms that, other than with
respect to the Escrow Shares and the remaining 112,425 shares held by
Acadia, no person other than such Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of the Stock owned by such Reporting Person.
(e) Not Applicable.
Except as set forth herein or in the Exhibits previously filed, there
are no contracts, arrangements, understandings or relationships with
respect to the shares of the Stock owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit 2.1 -- Agreement for Merger dated July 21, 1996, by and among
the Issuer, KH Partners, KHI, New American Holdings, Inc., New
American Capital, Inc., N. A. Capital Holdings, Inc., and American
Savings Bank, F.A.(previously filed).
Exhibit 2.2 -- First Amendment to Agreement for Merger dated November
1, 1996, by and among the Issuer, KH Partners, KHI, New American
Holdings, Inc., New American Capital, Inc., N. A. Capital Holdings,
Inc., and American Savings Bank, F.A.(previously filed).
Exhibit 4.1 -- Escrow Agreement dated December 20, 1996, by and among
the Escrow Agent, the Issuer, KH Partners, and the FDIC(previously
filed).
Exhibit 4.2 -- Registration Rights Agreement dated July 21, 1996, by
and among KH Partners, the FDIC, and the Issuer(previously filed).
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii)(previously
filed).
Exhibit 99.2 -- Power of Attorney for J. Taylor Crandall(previously
filed).
Exhibit 99.3 -- Power of Attorney for KH Carl Partners, L.P.
(previously filed).
Exhibit 99.4 -- Power of Attorney for Bernard J. Carl(previously
filed).
Exhibit 99.5 -- Power of Attorney for Rosecliff-New American 1988
Partners, L.P.(previously filed).
Exhibit 99.6 -- Power of Attorney for Daniel L. Doctoroff(previously
filed).
<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: October 31, 1997
ACADIA PARTNERS, L.P.
By: Acadia FW Partners, L.P.,
general partner
By: Acadia MGP, Inc.,
general partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
ACADIA FW PARTNERS, L.P.
By: Acadia MGP, Inc.,
general partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
CAPITAL PARTNERSHIP
By: Margaret Lee Bass 1980 Trust,
managing partner
By: Panther City Investment
Company, trustee
By: /s/ W. R. Cotham
W. R. Cotham,
President
MARGARET LEE BASS 1980 TRUST
By: Panther City Investment Company,
trustee
By: /s/ W. R. Cotham
W. R. Cotham,
President
/s/ W. R. Cotham
W. R. COTHAM
Individually and as Vice President of
ACADIA MGP, Inc. and as President of
PANTHER CITY INVESTMENT COMPANY
Attorney-in-Fact for:
ROBERT M. BASS (1)
J. TAYLOR CRANDALL (2)
KH CARL PARTNERS, L.P. (3)
BERNARD J. CARL (4)
ROSECLIFF-NEW AMERICAN 1988 PARTNERS,
L.P. (5)
DANIEL L. DOCTOROFF (6)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Robert 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 J. Taylor Crandall 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 KH Carl Partners, 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 Bernard J. Carl 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 of Rosecliff-New American 1988 Partners, L.P. previously has
been filed with the Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Daniel L. Doctoroff previously has been filed with the
Securities and Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 2.1 Agreement for Merger dated July 21, 1996, by and among
the Issuer, KH Partners, KHI, New American Holdings,
Inc., New American Capital, Inc., N. A. Capital Holdings,
Inc., and American Savings Bank, F.A., previously filed.
Exhibit 2.2 First Amendment to Agreement for Merger dated November 1,
1996, by and among the Issuer, KH Partners, KHI, New
American Holdings, Inc., New American Capital, Inc., N.
A. Capital Holdings, Inc., and American Savings Bank,
F.A., previously filed.
Exhibit 4.1 Escrow Agreement dated December 20, 1996, by and among
the Escrow Agent, the Issuer, KH Partners, and the FDIC,
previously filed.
Exhibit 4.2 Registration Rights Agreement dated July 21, 1996, by and
among KH Partners, the FDIC, and the Issuer, previously
filed.
Exhibit 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), previously
filed.
Exhibit 99.2 Power of Attorney for J. Taylor Crandall, previously
filed.
Exhibit 99.3 Power of Attorney for KH Carl Partners, L.P., previously
filed.
Exhibit 99.4 Power of Attorney for Bernard J. Carl, previously filed.
Exhibit 99.5 Power of Attorney for Rosecliff-New American 1988
Partners, L.P., previously filed.
Exhibit 99.6 Power of Attorney for Daniel L. Doctoroff, previously
filed.
