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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.____________)
U.S. FRANCHISE SYSTEMS, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
902956 30 9
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(CUSIP Number)
March 12, 1998
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure 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).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP NO. 902956 30 9 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H Suites Associates
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER 5 SOLE VOTING POWER
OF SHARES 2,199,775
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
2,199,775
PERSON
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WITH 8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,199,775
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
18.2% (See Item 4)
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12 TYPE OF REPORTING PERSON
PN
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Item 1(a) Name of Issuer
U.S. Franchise Systems, Inc., a Delaware corporation formerly
known as USFS Hawthorn, Inc. (the "Issuer"). The Issuer is the
surviving corporation of a merger of the Issuer and U.S. Franchise
Systems, Inc., a Delaware corporation, which merger was effective
March 12, 1998.
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
H Suites Associates, an Illinois joint venture formerly known as
Hawthorn Suites Associates (the "Reporting Person").
Item 2(b) Address of Principal Business Office
200 West Madison Street
Suite 3800
Chicago, Illinois 60606
Item 2(c) Citizenship
Illinois
Item 2(d) Title of Class of Securities
Class A Common Stock, $.01 par value per share (the "Class A
Common Stock")
Item 2(e) CUSIP Number
902956 30 9
Item 3 If this Statement is Filed Pursuant to
Rule 13d-1(b) or 13d-2(b) or (c)
Not Applicable
Page 3 of 6 Pages
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Item 4 Ownership
(a) Amount Beneficially Owned as of March 23, 1998:
2,199,775 shares of Class A Common Stock*
*An aggregate of 22,447 shares of Class A Common Stock are
owned by HSA Properties, Inc., a Delaware corporation ("HPI"),
which is owned by various trusts, of which certain directors and
executive officers of the general partner of a venturer of the
Reporting Person serve as trustees and/or in which such persons
or members of their families have a beneficial interest. The
Reporting Person expressly disclaims beneficial ownership of any
shares of Class A Common Stock now or hereafter owned by HPI.
(b) Percent of Class:
Based on the Issuer's Proxy Statement/Prospectus, dated
February 12, 1998 (the "Proxy Statement"), which was included as
part of the Issuer's Registration Statement on Form S-4 filed
with the Commission on February 12, 1998 (Registration No.
333-46185), there are an aggregate of 12,067,194 shares of Class
A Common Stock issued and outstanding. As of March 23, 1998, the
Reporting Person beneficially owned 2,199,775 shares of Class A
Common Stock or approximately 18.2% of the aggregate number of
shares of Class A Common Stock issued and outstanding on such
date.
In addition to the Class A Common Stock, according to the Proxy
Statement, there are an aggregate of 2,707,919 issued and
outstanding shares of the Issuer's Class B Common Stock, $.01 par
value per share (the "Class B Common Stock"). Each holder of
Class B Common Stock is entitled to ten (10) votes per share.
Taking into account the voting power of the Class B Common Stock,
the Reporting Person owns approximately 5.6% of the total voting
power of the outstanding common stock of the Issuer.
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,199,775
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of: 2,199,775
(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
Page 4 of 6 Pages
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Item 6 Ownership of More Than Five
Percent on Behalf of Another Person
Not Applicable
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company
Not Applicable
Item 8 Identification and Classification
of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Page 5 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: March 23, 1998
H SUITES ASSOCIATES, an Illinois joint venture
By: Meridian Associates, L.P., its managing venturer
By: Meridian Investments, Inc., its general partner
By: /s/ Glen Miller
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Glen Miller, Vice President
Page 6 of 6 Pages
