Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A La Quinta Inns, Inc., Sched. 13D Amend. No. 23 36 140K
2: EX-99.1 Joint Filing Agreement for Sched. 13D Amend. No. 4± 18K
23
SC 13D/A — La Quinta Inns, Inc., Sched. 13D Amend. No. 23
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
La Quinta Inns, Inc.
(Name of Issuer)
Common Stock, $0.10 Par Value Per Share
(Title of Class of Securities)
504195108
(Cusip Number)
W. R. Cotham
201 Main Street, Suite 2600, Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1997
(Date of Event which Requires Filing of this Statement)
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 [ ].
Check the following box if a fee is being paid with the statement [ ].
*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 21,674,630 shares, which
constitutes approximately 27.8% of the 77,919,444 shares deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act. All other ownership
percentages set forth herein assume that there are 77,615,694 shares
outstanding unless otherwise stated. The number of shares reported herein
reflects the 3-for-2 stock split effective 07-16-96.
1. Name of Reporting Person:
Thomas M. Taylor
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: Thomas M. Taylor is a citizen
of the United States of America.
7. Sole Voting Power: 6,019,680 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 487,500 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,019,680 (1)
Person
With
10. Shared Dispositive Power: 487,500 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,659,055 (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): 8.6%(4)
14. Type of Reporting Person: IN
----------------------------
(1) Solely in his capacity as President of Thomas M. Taylor & Co. with
respect to 3,461,280 shares and in his capacity as President and
sole stockholder of Trinity Capital Management, Inc., which is the
sole general partner of TF Investors, L.P., which is the sole
general partner of Trinity I Fund, L.P., which is the sole
stockholder of Portfolio Associates, Inc., which is the sole general
partner of Portfolio C Investors, L.P., with respect to 2,558,400
shares.
(2) Solely in his capacity as President and sole shareholder of TMT-FW,
Inc., which is one of two general partners of EBD L.P., which is the
sole general partner of The Airlie Group L.P., with respect to
487,500 shares.
(3) Assumes the exercise of director options held by Mr. Taylor to
purchase 151,875 shares of Common stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 77,767,569 shares of Common stock outstanding, which number
includes options to purchase 151,875 shares of Common Stock held by
Mr. Taylor.
1. Name of Reporting Person:
Thomas M. Taylor & Co.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Margin Account
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: 3,461,280 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,461,280 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,461,280
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.5%
14. Type of Reporting Person: CO
----------------------------
(1) Power is exercised through its President, Thomas M. Taylor.
1. Name of Reporting Person:
Trinity I Fund, 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: 2,558,400 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,558,400 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,558,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.3%
14. Type of Reporting Person: PN
----------
(1) Power is exercised through its sole general partner, TF Investors,
L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio
Associates, Inc., which is the sole general partner of Portfolio C
Investors, L.P.
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 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: 2,558,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,558,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,558,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.3%
14. Type of Reporting Person: PN
----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I
Fund, L.P., which is the sole stockholder of Portfolio Associates,
Inc., which is the sole general partner of Portfolio C Investors,
L.P.
1. Name of Reporting Person:
Trinity Capital Management, 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: Delaware
7. Sole Voting Power: 2,558,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,558,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,558,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.3%
14. Type of Reporting Person: CO
----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF Investors,
L.P., which is the sole general partner of Trinity I Fund, L.P.,
which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio C Investors, L.P.
1. Name of Reporting Person:
Portfolio C Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,558,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,558,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,558,400
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.3%
14. Type of Reporting Person: PN
----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
1. Name of Reporting Person:
Portfolio Associates, 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: Delaware
7. Sole Voting Power: 2,558,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,558,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,558,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.3%
14. Type of Reporting Person: CO
----------
(1) Solely in its capacity as the sole general partner of Portfolio C
Investors, L.P.
1. Name of Reporting Person:
Sid R. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Sources of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 4,147,957 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,147,957 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,147,957
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: CO
----------------------------
(1) Power is exercised through its President, Sid R. Bass.
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 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: Sid R. Bass is a citizen of
the United States of America.
7. Sole Voting Power: 4,147,957 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,147,957 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,147,957 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: IN
----------------------------
(1) Solely in his capacity as the President of Sid R. Bass, Inc.
1. Name of Reporting Person:
Lee M. Bass, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Sources of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 4,147,957 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,147,957 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,147,957
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: CO
----------------------------
(1) Power is exercised through its President, Lee M. Bass.
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. 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: Lee M. Bass is a citizen of
the United States of America.
7. Sole Voting Power: 4,147,957 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,147,957 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,147,957 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: IN
----------------------------
(1) Solely in his capacity as the President of Lee M. Bass, Inc.
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,190,622 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,190,622 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,190,622
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: 00 - Trust
----------------------------
(1) Power is exercised through its sole trustee, Perry R. Bass.
1. Name of Reporting Person:
Perry R. 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
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Perry R. Bass is a citizen of
the United States of America.
7. Sole Voting Power: 1,190,622 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,190,622 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,190,622 (1)
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 capacities as sole trustee and as one of two trustors
of The Bass Management Trust.
1. Name of Reporting Person:
Nancy L. 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
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nancy L. Bass is a citizen of
the United States of America.
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,190,622 (1)
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 her capacity as one of two trustors of The Bass Management
Trust and by virtue of her ability to revoke same.
1. Name of Reporting Person:
Peter Sterling
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Peter Sterling is a citizen
of the United States of America.
7. Sole Voting Power: 339,185
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 339,185
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
491,060 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6% (2)
14. Type of Reporting Person: IN
----------------------------
(1) Assumes the exercise of director options held by Mr. Sterling to
purchase 151,875 shares of Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 77,767,569 shares of Common Stock outstanding, which number
includes options to purchase 151,875 shares of Common Stock held by
Mr. Sterling.
1. Name of Reporting Person:
The Airlie Group L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 487,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 487,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
487,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: PN
----------------------------
(1) Power is exercised through its sole general partner, EBD L.P.
1. Name of Reporting Person:
EBD 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: 487,500 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 487,500 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
487,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: PN
----------------------------
(1) Solely in its capacity as the sole general partner of The Airlie
Group L.P.
(2) Power is exercised through its two general partners, Dort A.
Cameron, III and TMT-FW, Inc.
1. Name of Reporting Person:
Dort A. Cameron, III
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: Dort A. Cameron, III is a
citizen of the United States of America.
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 487,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 487,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
487,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
----------------------------
(1) Solely in his capacity as one of two general partners of EBD L.P.,
which is the sole general partner of The Airlie Group L.P.
1. Name of Reporting Person:
TMT-FW, 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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 487,500 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 487,500 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
487,500 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: CO
----------------------------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as one of two general partners of EBD L.P.,
which is the sole general partner of The Airlie Group L.P.
1. Name of Reporting Person:
William P. Hallman, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF and 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: William P. Hallman, Jr. is a
citizen of the United States of America.
7. Sole Voting Power: 1,885,890 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,885,890 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,885,890 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: IN
----------------------------
(1) Solely in his individual capacity with respect to 253,125 shares and
in his capacity as the trustee of (a) Annie R. Bass Grandson's Trust
for Sid R. Bass with respect to 806,305 shares, (b) Annie R. Bass
Grandson's Trust for Lee M. Bass with respect to 806,305 shares, (c)
Peter Sterling Trusts with respect to 12,655 shares, and (d) Matthew
Kingston Cotham 1996 Trust, which is the sole general partner of
Cotham Family Partners, L.P., with respect to 7,500 shares.
1. Name of Reporting Person:
Annie R. Bass Grandson's Trust for Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 806,305 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 806,305 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
806,305
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.0%
14. Type of Reporting Person: 00 - Trust
----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
1. Name of Reporting Person:
Annie R. Bass Grandson's Trust for Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 806,305 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 806,305 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
806,305
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.0%
14. Type of Reporting Person: 00 - Trust
----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
1. Name of Reporting Person:
Peter Sterling Trusts
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 12,655 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 12,655 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
12,655
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: 00 - Trust
----------------------------
(1) Power is exercised through the trustee of such trusts, William P.
Hallman, Jr.
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. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 7,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: PN
----------------------------
(1) Power is exercised through its sole general partner, Matthew
Kingston Cotham 1996 Trust.
1. Name of Reporting Person:
Matthew Kingston Cotham 1996 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: 7,500 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,500 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,500 (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: 00 - Trust
----------------------------
(1) Power is exercised through its trustee, William P. Hallman, Jr.
(2) Solely in its capacity as sole general partner of Cotham Family
Partners, L.P.
1. Name of Reporting Person:
Hyatt Anne Bass Successor Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,550,733 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,550,733 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,550,733 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0%
14. Type of Reporting Person: 00 - Trust
----------------------------
(1) Power is exercised through its trustee, Panther City Investment
Company.
1. Name of Reporting Person:
Samantha Sims Bass Successor Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,550,733 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,550,733 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,550,733 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2%
14. Type of Reporting Person: 00 - Trust
----------------------------
(1) Power is exercised through its trustee, Panther City Investment
Company.
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: 3,101,466 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,101,466 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,101,466 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.0%
14. Type of Reporting Person: CO
----------------------------
(1) Solely in its capacity as the trustee of the Hyatt Anne Bass
Successor Trust and the Samantha Sims Bass Successor Trust.
1. Name of Reporting Person:
Panther City Production 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: 3,101,466 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,101,466 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,101,466 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.0%
14. Type of Reporting Person: CO
----------------------------
(1) Solely in its capacity as the sole shareholder of Panther City
Investment Company, which is the trustee of the Hyatt Anne Bass
Successor Trust and the Samantha Sims Bass Successor Trust.
1. Name of Reporting Person:
Thomas W. Briggs
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Thomas W. Briggs is a citizen
of the United States of America.
7. Sole Voting Power: 25,312
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 25,312
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
25,312
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. Name of Reporting Person:
Michael N. Christodolou
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Michael N. Christodolou is a
citizen of the United States of America.
7. Sole Voting Power: 15,187
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 15,187
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
15,187
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. Name of Reporting Person:
W. Forrest Tempel
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: W. Forrest Tempel is a citizen
of the United States of America.
7. Sole Voting Power: 5,062
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 5,062
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,062
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
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend and restate in its entirety their
Schedule 13D Statement dated January 15, 1988, as amended by Amendment No. 1
dated June 9, 1988, by Amendment No. 2 dated September 7, 1988, by Amendment
No. 3 dated January 20, 1989, by Amendment No. 4 dated February 23, 1989, by
Amendment No. 5 dated June 12, 1989, by Amendment No. 6 dated April 27, 1990,
by Amendment No. 7 dated October 1, 1990, by Amendment No. 8 dated October 18,
1990, by Amendment No. 9 dated January 23, 1991, by Amendment No. 10 dated
February 7, 1991, by Amendment No. 11 dated May 16, 1991, by Amendment No. 12
dated May 30, 1991, by Amendment No. 13 dated June 7, 1991, by Amendment No.
14 dated June 21, 1991, by Amendment No. 15 dated October 25, 1991, by
Amendment No. 16 dated January 9, 1992 , by Amendment No. 17 dated January 13,
1992, by Amendment No. 18 dated March 10, 1993, by Amendment No. 19 dated
March 25, 1993, by Amendment No. 20 dated November 21, 1995, by Amendment No.
21 dated January 22, 1996, and by Amendment No. 22 dated May 1, 1996 (the
"Schedule 13D"), relating to the Common Stock, par value $0.10 per share, of
La Quinta Inns, Inc. Unless otherwise indicated, all defined terms used
herein shall have the same meanings as those set forth in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby partially amended as follows:
Paragraph (a)
As a result of the transactions reported in Item 5(c) herein, the
Hyatt Anne Bass Successor Trust ("HBST"), the Samantha Sims Bass Successor
Trust ("SBST"), Panther City Investment Company ("PCIC") in its capacity as
trustee of HBST and SBST, and Panther City Production Company ("PCPC"), in its
capacity as sole shareholder of PCIC, hereby join this filing because they may
be deemed to constitute a "group" with the Reporting Persons within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by
HBST, SBST, PCIC or PCPC or the other Reporting Persons that a group exits.
As used hereinafter, the term "Reporting Person" shall also include references
to HBST, SBST, PCIC and PCPC.
Paragraphs (b) - (c) of Item 2 are hereby partially amended by
adding at the end thereof the following:
HBST
HBST is a trust existing under the laws of the State of Texas with
PCIC as trustee. The address of HBST is 201 Main Street, Suite 2600, Fort
Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to its Trustee, PCIC, is set forth below.
SBST
SBST is a trust existing under the laws of the State of Texas with
PCIC as trustee. The address of SBST is 201 Main Street, Suite 2600, Fort
Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to its Trustee, PCIC, is set forth below.
PCIC
PCIC is a Texas corporation. PCIC is a private trust company that
serves as trustee of various trusts. The principal business address of PCIC,
which also serves as its principal office, is 201 Main Street, Suite 2600,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, business or residence address, and principal occupation or
employment of each director, executive officer and controlling person of PCIC
are as follows:
Residence or Principal Occupation
Name Business or Employment
WPH 201 Main Street, Member of the
Suite 2400, law firm of Kelly,
Fort Worth, Texas Hart & Hallman, P.C.
WRC 201 Main Street, Vice President/
Suite 2600, Controller of
Fort Worth, Texas BEPCO
PCPC
PCPC is a Texas corporation. PCPC's principal business is the
production of oil and natural gas. The principal business address of PCPC,
which also serves as its principal office, is 201 Main Street, Suite 2600,
Forth Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, business or residence address, and principal occupation or
employment of each director, executive officer and controlling person of PCPC
are as follows:
Name Residence or Principal Occupation
Business Address or Employment
WPH See answer above. See answer above.
WRC See answer above. See answer above.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
DKB, AMB and Foundation shall not be Reporting Persons on this or
future filings on Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety as follows:
The source and amount of the funds used or to be used by the
Reporting Persons to purchase shares of the Stock are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TMT Not Applicable (6) Not Applicable
Taylor & Co. Margin Account at
Merrill Lynch Pierce
Fenner & Smith
Incorporated (1)(2) $26,029,817.41 (3)
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
PCI Working Capital (2) $28,171,738.93
PA Not Applicable Not Applicable
SRB, Inc. Working Capital(2) $12,039,882.80
SRB Not Applicable Not Applicable
LMB, Inc. Working Capital(2) $12,039,882.80
LMB Not Applicable Not Applicable
BMT Trust Funds(5) $26,682,972.43
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
PS Personal Funds(4),(6) $ 1,125,550.74
TAG Working Capital(2) $14,137,084.93 (7)
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
TMT-FW Not Applicable Not Applicable
WPH Personal Funds(4) $ 996,854.25
ARBS Trust Funds(5) $ 3,799,193.53
ARBL Trust Funds(5) $ 3,799,193.53
PST Trust Funds(5) $ 58,904.52
CFP Working Capital(2) $ 122,800.00
MKCT Not Applicable Not Applicable
TWB Personal Funds(4) $ 117,809.04
MNC Personal Funds(4) $ 70,685.42
WFT Personal Funds(4) $ 23,561.81
HBST Not Applicable Not Applicable
SBST Not Applicable Not Applicable
PCIC Not Applicable Not Applicable
PCPC Not Applicable Not Applicable
(1) Taylor & Co.'s cash obligations pursuant to such margin account
purchases were satisfied with Working Capital.
(2) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. None of the funds reported herein as "Working Capital" were borrowed
or otherwise obtained for the specific purpose of acquiring, handling, trading
or voting the Stock.
(3) This figure represents the total amount expended by Taylor &
Co. for all purchases of shares of the Stock, without subtracting sales.
Therefore, such figure does not accurately reflect Taylor & Co.'s current net
investment in shares of the Stock. Taylor & Co. has recouped through sales
its entire investment in shares of the Stock.
(4) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(5) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(6) The sums reported above do not include any funds that may be
expended in the future by any of the Reporting Persons to acquire additional
shares of the Stock upon exercise of the options reported herein. It is
expected that each of TMT and PS would use personal funds to exercise the
options held by each of them.
(7) This figure represents the total amount expended by TAG
for all purchases of shares of the Stock, without subtracting sales.
Therefore, such figure does not accurately reflect TAG's current net
investment in shares of the Stock. TAG has recouped through sales its entire
investment in shares of the Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) - (b) of Item 5 are hereby amended in their
entireties as follows:
(a)
TMT
Because of his positions as (i) President of Taylor & Co., (ii)
President and sole shareholder of TMT-FW, which is one of two general partners
of EBD, the sole general partner of TAG, and (iii) President and sole
stockholder of TCM, which is the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole stockholder of PA, which is the
sole general partner of PCI, and because he holds director stock options to
purchase 151,875 shares of the Stock, TMT may, pursuant to Rule 13d-3, be
deemed to be the beneficial owner of 6,659,055 shares of the Stock in the
aggregate, which constitutes approximately 8.6% of the 77,767,569 shares of
the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Taylor & Co.
The aggregate number of shares of the Stock that Taylor & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 3,461,280 which
constitutes approximately 4.5% of the outstanding shares of the Stock.
TIF
Because of its position as the sole stockholder of PA, which is the
sole general partner of PCI, TIF may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 2,558,400 shares of the Stock, which
constitutes approximately 3.3% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is
the sole stockholder of PA, which is the sole general partner of PCI, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,558,400 shares of the Stock, which constitutes approximately 3.3% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is
the sole general partner of TIF, which is the sole stockholder of PA, which is
the sole general partner of PCI, TCM may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 2,558,400 shares of the Stock, which
constitutes approximately 3.3% of the outstanding shares of the Stock.
PCI
The aggregate number of shares of the Stock that PCI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,558,400, which
constitutes approximately 3.3% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PCI, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,558,400 shares of the Stock, which constitutes approximately 3.3% of the
outstanding shares of the Stock.
SRB, Inc.
The aggregate number of shares of the Stock that SRB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 4,147,957, which
constitutes approximately 5.3% of the outstanding shares of the Stock.
SRB
Because of his position as President of SRB, Inc., SRB may, pursuant
to Rule 13d-3, be deemed to be the beneficial owner of 4,147,957 shares of the
Stock, which constitutes approximately 5.3% of the outstanding shares of the
Stock.
LMB, Inc.
The aggregate number of shares of the Stock that LMB, Inc. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 4,147,957, which
constitutes approximately 5.3% of the outstanding shares of the Stock.
LMB
Because of his position as President of LMB, Inc., LMB may, pursuant
to Rule 13d-3, be deemed to be the beneficial owner of 4,147,957 shares of the
Stock, which constitutes approximately 5.3% of the outstanding shares of the
Stock.
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,190,622, which
constitutes approximately 1.5% of the outstanding shares of the Stock.
PRB
Because of his positions as Trustee and a Trustor of BMT, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,190,622 shares of the Stock, which constitutes approximately 1.5% of the
outstanding shares of the Stock.
NLB
Because of her position as a Trustor of BMT, NLB may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,190,622
shares of the Stock, which constitutes approximately 1.5% 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 491,060 which includes
director stock options to purchase 151,875 shares of the Stock, which in the
aggregate constitutes approximately 0.6% of the 77,767,569 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
TAG
The aggregate number of shares of the Stock that TAG owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 487,500 which
constitutes approximately 0.6% of the outstanding shares of the Stock.
EBD
Because of its position as the sole general partner of TAG, EBD may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
487,500 shares of the Stock, which constitutes approximately 0.6% of the
outstanding shares of the Stock.
DAC
Because of his position as one of two general partners of EBD, the
sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 487,500 shares of the Stock, which
constitutes approximately 0.6% of the outstanding shares of the Stock.
TMT-FW
Because of its position as one of two general partners of EBD, the
sole general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 487,500 shares of the Stock, which
constitutes approximately 0.6% of the outstanding shares of the Stock.
WPH
Because of his positions as the trustee of each of ARBS, ARBL, PST
and MKCT, and because of his individual ownership of 253,125 shares of the
Stock, WPH may, pursuant to Rule 13d-3, be deemed to be the beneficial owner
of 1,885,890 shares of the Stock in the aggregate, which constitutes
approximately 2.4% 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 806,305, which constitutes
approximately 1.0% 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 806,305, which constitutes
approximately 1.0% of the outstanding shares of the Stock.
PST
The aggregate number of shares of the Stock that PST owns
beneficially, pursuant to Rule 13d-3 of the Act, is 12,655, which constitutes
less than 0.1% 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 7,500, which constitutes
less than 0.1% 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 7,500 shares of the Stock, which constitutes less than 0.1% of the
outstanding shares of the Stock.
TWB
The aggregate number of shares of the Stock that TWB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 25,312, which constitutes
less than 0.1% of the outstanding shares of the Stock.
MNC
The aggregate number of shares of the Stock that MNC owns
beneficially, pursuant to Rule 13d-3 of the Act, is 15,187, which constitutes
less than 0.1% of the outstanding shares of the Stock.
WFT
The aggregate number of shares of the Stock that WFT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 5,062, which constitutes
less than 0.1% 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 1,550,733 shares which
constitutes approximately 2% 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 1,550,733 shares, which
constitutes approximately 2% of the outstanding shares of the stock.
PCIC
Because of its position as the Trustee of HBST and SBST, PCIC may,
pursuant to Rule 13d-3 be deemed to be the beneficial owner of 3,101,466 of
the Stock, which constitutes approximately 4% 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 3,101,466 shares of the Stock, which constitutes
approximately 4% of the outstanding shares of the Stock.
In addition, an irrevocable trust (the "Taylor Trust") for the
benefit of a son of TMT owns 5,062 shares of the Stock, which constitutes less
than 0.1% of the outstanding shares of the Stock. TMT's mother, Annette B.
Taylor, serves as Trustee of the Taylor Trust, and TMT disclaims beneficial
ownership of the shares of the Stock it owns.
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.
(b)
TMT
In his capacity as the President of Taylor & Co., TMT has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 3,461,280 shares of the Stock. In his capacity as President
and sole stockholder of TCM, which is the sole general partner of TFI, which
is the sole general partner of TIF, which is the sole stockholder of PA, which
is the sole general partner of PCI, TMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,558,400
shares of the Stock. In his capacity as the President and sole shareholder of
TMT-FW, which is one of two general partners of EBD, the sole general partner
of TAG, TMT has shared power to vote or to direct the vote and to dispose or
to direct the disposition of 487,500 shares of the Stock.
Taylor & Co.
Acting through its President, Taylor & Co. has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
3,461,280 shares of the Stock.
TIF
As the sole stockholder of PA, which is the sole general partner of
PCI, TIF has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 2,558,400 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of
PA, which is the sole general partner of PCI, TFI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,558,400
shares of the Stock.
TCM
As the sole general partner of TFI, which is the sole general
partner of TIF, which is the sole stockholder of PA, which is the sole general
partner of PCI, TCM has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 2,558,400 shares of the Stock.
PCI
Acting through its sole general partner, PCI has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
2,558,400 shares of the Stock.
PA
As the sole general partner of PCI, PA has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 2,558,400
shares of the Stock.
SRB, Inc.
Acting through its President, SRB, Inc. has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 4,147,957
shares of the Stock.
SRB
In his capacity as President of SRB, Inc., SRB has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
4,147,957 shares of the Stock.
LMB, Inc.
Acting through its President, LMB, Inc. has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 4,147,957
shares of the Stock.
LMB
In his capacity as President of LMB, Inc., LMB has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
4,147,957 shares of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,190,622
shares of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 1,190,622
shares of the Stock.
NLB
NLB has no sole or shared power to vote or to direct the vote or to
dispose or to direct the disposition of any shares of the Stock.
PS
PS has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 339,185 shares of the Stock.
TAG
Acting through its sole general partner, TAG has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
487,500 shares of the Stock.
EBD
As the sole general partner of TAG, EBD has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 487,500
shares of the Stock.
DAC
As one of two general partners of EBD, which is the sole general
partner of TAG, DAC has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 487,500 shares of the Stock.
TMT-FW
As one of two general partners of EBD, which is the sole general
partner of TAG, TMT-FW has shared power to vote or to direct the vote and to
dispose or to direct the disposition of 487,500 shares of the Stock.
WPH
Acting in his individual capacity and in his capacity as Trustee of
each of ARBS, ARBL, PST and MKCT, WPH has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 1,885,890 shares of
the Stock.
ARBS
Acting through its Trustee, ARBS has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 806,305 shares
of the Stock.
ARBL
Acting through its Trustee, ARBL has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 806,305 shares
of the Stock.
PST
Acting through its Trustee, PST has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 12,655 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
7,500 shares of the Stock.
MKCT
Acting through its Trustee, and in its capacity as the general
partner of CFP, MKCT has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 7,500 shares of the Stock.
TWB
TWB has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 25,312 shares of the Stock.
MNC
MNC has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 15,187 shares of the Stock.
WFT
WFT has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 5,062 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 1,550,733 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 1,550,733 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 3,101,466
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 3,101,466 shares of the Stock.
In addition, Annette B. Taylor, in her capacity as Trustee of the
Taylor Trust, has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of the 5,062 shares of Stock owned by the Trust.
(c)
On July 1, 1997, BMT transferred by gift 1,550,733 shares of the
Stock to HBST and 1,550,733 shares of the Stock to SBST.
Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in shares of the Stock
during the past 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
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: July 2,1997
/S/ W. R. COTHAM
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR(1)
SID R. BASS(2)
LEE M. BASS(3)
THE BASS MANAGEMENT TRUST(4)
PERRY R. BASS(5)
NANCY LEE BASS(6)
PETER STERLING(7)
THOMAS W. BRIGGS(10)
MICHAEL N. CHRISTODOLOU(12)
W. FORREST TEMPEL(13)
DORT A. CAMERON, III(14)
/S/ W. R. COTHAM
W. R. Cotham,
Vice President of:
THOMAS M. TAYLOR & CO.
SID R. BASS, INC.
LEE M. BASS, INC.
TMT-FW, INC.
TRINITY CAPITAL MANAGEMENT, INC.
PORTFOLIO ASSOCIATES, INC.
PANTHER CITY INVESTMENT COMPANY
By: /s/ W. R. Cotham
W.R. Cotham, President
PANTHER CITY PRODUCTION COMPANY
By: /s/ W. R. Cotham
W.R. Cotham, President
PANTHER CITY INVESTMENT COMPANY
in its capacity as Trustee for
HYATT ANNE BASS SUCCESSOR TRUST
SAMANTHA SIMS BASS SUCCESSOR TRUST
By: /s/ W.R. Cotham
W.R. Cotham, President
/s/ W.R. Cotham
W.R. Cotham
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT,
INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
PORTFOLIO C INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
COTHAM FAMILY PARTNERS, L.P.
By: Matthew Kingston Cotham 1996 Trust,
General Partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Trustee
/S/ WILLIAM P. HALLMAN, JR.
William P. Hallman, Jr.,
Individually and as Trustee
of each of:
ANNIE R. BASS GRANDSON'S
TRUST FOR SID R. BASS
ANNIE R. BASS GRANDSON'S
TRUST FOR LEE M. BASS
PETER STERLING TRUSTS
MATTHEW KINGSTON COTHAM 1996
TRUST
THE AIRLIE GROUP L.P.,
a Delaware limited partnership
By: EBD L.P.,
a Delaware limited partnership,
General Partner
By: TMT-FW, INC., a Texas
corporation,
General Partner
By: /S/ W. R. COTHAM
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC., a Texas
corporation, General Partner
By: /S/ W. R. COTHAM
W. R. Cotham,
Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas M. Taylor 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 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 Lee M. Bass 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 The Bass Management Trust 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 Perry R. Bass 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 Nancy L. Bass previously has been filed with the
Securities and Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Peter Sterling previously has been filed with the
Securities and Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas W. Briggs previously has been filed with the
Securities and Exchange Commission.
(9) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Michael N. Christodolou previously has been filed with the
Securities and Exchange Commission.
(10) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of W. Forrest Tempel previously has been filed with the
Securities and Exchange Commission
(11) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Dort A. Cameron III previously has been filed with the
Securities and Exchange Commission.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Dates Referenced Herein and Documents Incorporated by Reference
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