-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B3hrLrb7hgFci5QXB+eB2YaxXech5BVxjMZ9662jhUgEY/Zk+ytAoiPotAXGXYPz 1HqTE4a3h0lBUW3jE+o0tA== 0000897423-99-000236.txt : 19991018 0000897423-99-000236.hdr.sgml : 19991018 ACCESSION NUMBER: 0000897423-99-000236 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991014 GROUP MEMBERS: ANNIE R. BASS GRANDSON'S TRUST FOR LEE GROUP MEMBERS: ANNIE R. BASS GRANDSON'S TRUST FOR SID GROUP MEMBERS: BASS MANAGEMENT TRUST GROUP MEMBERS: HYATT ANNE BASS SUCCESSOR TRUST GROUP MEMBERS: LEE M. BASS, INC. GROUP MEMBERS: M. BASS GROUP MEMBERS: PETER STERLING GROUP MEMBERS: PORTFOLIO C INVESTORS, L.P. GROUP MEMBERS: R. BASS GROUP MEMBERS: SAMANTHA SIMS BASS SUCCESSOR TRUST GROUP MEMBERS: SID R. BASS, INC. GROUP MEMBERS: THE AIRLIE GROUP, L.P. GROUP MEMBERS: THE BASS MANAGEMENT TRUST GROUP MEMBERS: WILLIAM P. HALLMAN, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDITRUST CORP CENTRAL INDEX KEY: 0000314661 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953520818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-32774 FILM NUMBER: 99727991 BUSINESS ADDRESS: STREET 1: MEDITRUST CORP STREET 2: 197 FIRST AVE STE 100 CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 7814336000 MAIL ADDRESS: STREET 1: MEDITRUST CORP STREET 2: 197 FIRST AVENUE SUITE 100 CITY: NEEDHAM STATE: MA ZIP: 02494 FORMER COMPANY: FORMER CONFORMED NAME: SANTA ANITA REALTY ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASS MANAGEMENT TRUST CENTRAL INDEX KEY: 0000900165 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 SC 13G/A 1 MEDITRUST CORPORATION/MEDITRUST OPERATING COMPANY, SCH. 13G, AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G** Under the Securities Exchange Act of 1934 (Amendment No. 1)* Meditrust Corporation Meditrust Operating Company (Name of Issuers) Common Stock (Title of Class of Securities) 801209206 801212101 (CUSIP Numbers) October 7, 1999 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X/ Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 13,621,054, which constitutes approximately 9.7% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 141,131,764 shares outstanding. As of July 23, 1999, there were 141,131,764 shares of Meditrust Operating Company outstanding and 142,437,141 shares of Meditrust Corporation outstanding. 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: 2,549,762 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,549,762 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,549,762 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.8% 14. Type of Reporting Person: 00 - Trust - ---------------------------- (1) Power is exercised through its sole trustee, Perry R. Bass. 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: 3,278,309 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,278,309 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,278,309 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.3% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Portfolio Associates, Inc. 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: 2,294,211 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,294,211 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,294,211 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.6% 14. Type of Reporting Person: CO - ---------------------------- (1) Power is exercised through its President, Sid R. Bass. 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: 2,294,211 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,294,211 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,294,211 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 1.6% 14. Type of Reporting Person: CO - ---------------------------- (1) Power is exercised through its President, Lee M. Bass. 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: 187,600 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 187,600 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 187,600 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: 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: 269,633 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 269,633 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 269,633 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 through its sole general partner, EBD 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: 4,579,868 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 4,579,868 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,579,868 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 3.2% 14. Type of Reporting Person: IN - ---------------------------- (1) Solely in his individual capacity with respect to 140,002 shares and in his capacity as the trustee of (a) Annie R. Bass Grandson's Trust for Sid R. Bass with respect to 445,962 shares and (b) Annie R. Bass Grandson's Trust for Lee M. Bass with respect to 445,962 shares. In addition, 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, with respect to 3,278,309 shares of the Stock. Also, 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, with respect to 269,633 shares of the Stock. 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: 445,962 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 445,962 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 445,962 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.3% 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: 445,962 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 445,962 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 445,962 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.3% 14. Type of Reporting Person: 00 - Trust - ---------------------------- (1) Power is exercised through its trustee, William P. Hallman, Jr. 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: 857,701 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 857,701 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 857,701 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: 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: 857,701 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 857,701 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 857,701 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: 00 - Trust - ---------------------------- (1) Power is exercised through its trustee, Panther City Investment Company. 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 their Schedule 13G Statement dated February 10, 1999 (the "Schedule 13G"), relating to the paired Common Stock, $0.10 par value, of Meditrust Corporation and Meditrust Operating Company (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G. Item 2(a). Names of Persons Filing. Item 2(a) is hereby amended and restated in its entirety as follows: Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13G Statement on behalf of The Bass Management Trust, a revocable grantor trust established pursuant to the Texas Trust Act ("BMT"), Portfolio C Investors, L.P., a Delaware limited partnership ("PCI"), Sid R. Bass, Inc., a Texas corporation ("SRB, Inc."), Lee M. Bass, Inc., a Texas corporation ("LMB, Inc."), Peter Sterling ("PS"), The Airlie Group, L.P., a Delaware limited partnership ("TAG"), William P. Hallman, Jr. ("WPH"), Annie R. Bass Grandson's Trust for Sid R. Bass, a Texas testamentary trust ("ARBS"), Annie R. Bass Grandson's Trust for Lee M. Bass, a Texas testamentary trust ("ARBL"), Hyatt Anne Bass Successor Trust, a Texas trust ("HBST"), and Samantha Sims Bass Successor Trust, a Texas trust ("SBST") (collectively, the "Reporting Persons"). Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Perry R. Bass ("PRB"), Nancy L. Bass ("NLB"), Portfolio Associates, Inc., a Delaware corporation ("PA"), Trinity I Fund, L.P., a Delaware limited partnership ("TIF"), TF Investors, L.P., a Delaware limited partnership ("TFI"), Trinity Capital Management, Inc., a Delaware corporation ("TCM"), Sid R. Bass ("SRB"), Lee M. Bass ("LMB"), EBD, L.P., a Delaware limited partnership ("EBD"), TMT-FW, Inc., a Texas corporation ("TMT-FW"), Dort A. Cameron, III ("DAC"), Panther City Investment Company, a Texas corporation ("PCIC"), and Panther City Production Company, a Texas corporation ("PCPC"). The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item 2 Persons are making this single, joint filing because they may be deemed to constitute a "group" 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 the Item 2 Persons that such a group exists. Item 2(b). Address of Principal Business Office, or if None, Residence. Item 2(b) is hereby amended and restated in its entirety as follows: The address of the principal business office or residence of each of the Reporting and Controlling Persons is as follows: The principal business office for each of PCI, PS, PA, TIF, TFI, TCM, EBD and TMT-FW is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. The principal business office for each of SRB, Inc., LMB, Inc., BMT, ARBS, ARBL, SRB, LMB and PRB is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. The principal business office for WPH is 201 Main Street, Suite 2500, Fort Worth, Texas 76102. The principal business office for each of HBST, SBST, PCIC, and PCPC is 201 Main Street, Suite 2600, Fort Worth, Texas 76102. The principal business office for TAG and DAC is 115 E. Putnam Ave., Greenwich, Connecticut 06830. NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and she is not presently employed. Item 4. Ownership. Item 4 is hereby amended and restated in its entirety as follows: (a) - (b) Reporting Persons BMT The aggregate number of shares of the Stock that BMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,549,762, which constitutes approximately 1.8% 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 3,278,309, which constitutes approximately 2.3% 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 2,294,211, which constitutes approximately 1.6% 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 2,294,211, which constitutes approximately 1.6% 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 187,600, which constitutes approximately 0.1% of the shares of the Stock. 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 269,633, which constitutes approximately 0.2% of the outstanding shares of the Stock. WPH Because of his positions as (i) the trustee of each of ARBS and ARBL, (ii) President and sole shareholder of TMT-FW, which is one of two general partners of EBD, the sole general partner of TAG, (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 of his individual ownership of 140,002 shares of the Stock, WPH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 4,579,868 shares of the Stock in the aggregate, which constitutes approximately 3.2% 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 445,962, which constitutes approximately 0.3% 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 445,962, which constitutes approximately 0.3% 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 857,701, which constitutes approximately 0.6% of the outstanding shares of the Stock. SBST The aggregate number of shares of the Stock that SBST owns beneficially, pursuant to Rule 13d-3 of the Act, is 857,701, which constitutes approximately 0.6% of the outstanding shares of the Stock. Controlling Persons 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 2,549,762 shares of the Stock, which constitutes approximately 1.8% 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 2,549,762 shares of the Stock, which constitutes approximately 1.8% 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 3,278,309 shares of the Stock, which constitutes approximately 2.3% 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 3,278,309 shares of the Stock, which constitutes approximately 2.3% 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 3,278,309 shares of the Stock, which constitutes approximately 2.3% 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 3,278,309 shares of the Stock, which constitutes approximately 2.3% 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 2,294,211 shares of the Stock, which constitutes approximately 1.6% 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 2,294,211 shares of the Stock, which constitutes approximately 1.6% 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 269,633 shares of the Stock, which constitutes approximately 0.2% 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 269,633 shares of the Stock, which constitutes approximately 0.2% 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 269,633 shares of the Stock, which constitutes approximately 0.2% 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 1,715,402 of the Stock, which constitutes approximately 1.2% 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 1,715,402 shares of the Stock, which constitutes approximately 1.2% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (c) Reporting Persons 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 2,549,762 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 3,278,309 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 2,294,211 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 2,294,211 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 187,600 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 269,633 shares of the Stock. WPH Acting in his individual capacity and in his capacity as Trustee of each of ARBS and ARBL, WPH has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,031,926 shares of the Stock. In addition, 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, WPH has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,278,309 shares of the Stock. Also, 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, WPH has shared power to vote or to direct the vote and to dispose or to direct the disposition of 269,633 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 445,962 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 445,962 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 857,701 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 857,701 shares of the Stock. Controlling Persons 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 2,549,762 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. 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 3,278,309 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 3,278,309 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 3,278,309 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 3,278,309 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 2,294,211 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 2,294,211 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 269,633 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 269,633 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 269,633 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 1,715,402 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 1,715,402 shares of the Stock. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED: October 14, 1999 By: /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE BASS MANAGEMENT TRUST(1) PETER STERLING(2) By: /s/ W. R. Cotham W. R. Cotham, Vice President of: SID R. BASS, INC. LEE M. BASS, INC. 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 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 /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 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 (1) 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. (2) 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. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), previously filed. -----END PRIVACY-ENHANCED MESSAGE-----