<PAGE> 1
OMB APPROVAL
OMB No. 3235-0145
Expires September 30, 1988
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
-----------------------------------------
U.S. Franchise Systems, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
902956101
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent of less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
Page 1 of 6 Pages
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CUSIP No. 902956101 Page 2 of 5 Pages
13G
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<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neal K. Aronson
- -------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES 942,440 (Please see page 6, Exhibit A)
------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 589,865
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PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
- -------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
942,440 (Please see page 6, Exhibit A)
- -------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5% (Total Class A Common shares outstanding 2/12/97 = 9,872,476)
- -------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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Item 1(a). Name of Issuer.
U.S. Franchise Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
13 Corporate Square, Suite 250, Atlanta, Georgia 30329
Item 2(a). Name of Person Filing.
Neal Keith Aronson
Item 2(b). Address of Principal Business Office or, if none, Residence.
U.S. Franchise Systems, Inc.
13 Corporate Square, Suite 250
Atlanta, Georgia 30329
Item 2(c). Citizenship.
USA
Item 2(d). Title of Class of Securities.
Class A Common Stock
Item 2(e). CUSIP Number.
902956101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2
(b), check whether the person filing is a:
Not applicable.
Item 4(a). Amount Beneficially Owned as of December 31, 1996.
942,440 (Please see page 6, Exhibit A)
Item 4(b). Percent of Class.
10.5% (942,440 of 9,872,476 total Class A outstanding as of
February 12, 1997)
Item 4(c). Number of Shares as to Which Such Person has:
(i) sole power to vote or to direct the vote: 942,440 (Please
see Exhibit A, page 6)
Page 3 of 6 Pages
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(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
589,865
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
Page 4 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 12, 1997 /s/ Neal K. Aronson
--------------------------- ---------------------------------
Neal K. Aronson, Executive Vice
President and Chief Financial
Officer
Page 5 of 6 Pages
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EXHIBIT A
Breakdown of 942,440 Shares of Class A Common Stock
Voted by Neal K. Aronson
- --------------------------------------------------------------------------------
589,865 restricted shares owned directly by Mr. Aronson.
109,234 restricted shares which have been reallocated to other members of
management which are voted in the same manner as Mr. Aronson votes his
restricted shares. Mr. Aronson disclaims beneficial ownership of these shares.
243,341 unrestricted shares which have been reallocated to other members of
management which are voted in the same manner as Mr. Aronson votes his
unrestricted shares. Mr. Aronson disclaims beneficial ownership of these
shares.
Total = 942,440 = 10.5%
Page 6 of 6 Pages
