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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 10, 1999
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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).
Page 1 of 6 Pages
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CUSIP NO. 902956 30 9 13G
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meridian Associates, L.P.
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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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5 SOLE VOTING POWER
2,099,775
NUMBER
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OF SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,099,775
PERSON -----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,099,775
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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).
12.2% (See Item 4)
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12 TYPE OF REPORTING PERSON
PN
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Page 2 of 6 Pages
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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
Meridian Associates, L.P., an Illinois limited partnership (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 10, 1999:
2,099,775 shares of Class A Common Stock*
*The Reporting Person received such shares as a liquidating
distribution in connection with the liquidation of H Suites
Associates, an Illinois joint venture, of which the Reporting
Person was the managing venturer. The amount of shares reported
herein excludes an aggregate of 22,447 shares of Class A Common
Stock 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 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.
With respect to the ownership of the Class A Common Stock, the
Reporting Person and HPI are not members of a group.
(b) Percent of Class:
As of March 10, 1999, the Reporting Person beneficially owned
2,099,775 shares of Class A Common Stock or approximately 12.2%
of the aggregate number of shares of Class A Common Stock issued
and outstanding on such date. (Based on the Issuer's Quarterly
Report on Form 10-Q, dated November 13, 1998 (the "10-Q"), which
reported an aggregate of 17,167,194 shares of Class A Common
Stock issued and outstanding.)
The Issuer also has an aggregate of 2,707,919 shares of Class B
Common Stock, $.01 par value per share (the "Class B Common
Stock") issued and outstanding (as reported in the 10-Q). 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 4.7% 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:
2,099,775
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
2,099,775
(iv) shared power to dispose or to direct the disposition of:
0
Page 4 of 6 Pages
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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 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 11, 1999
MERIDIAN ASSOCIATES, L.P., an Illinois
limited partnership
By: Meridian Investments, Inc., its
general partner
By: /s/ Glen Miller
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Glen Miller, Vice President
Page 6 of 6 Pages
