UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Ridgewood Properties, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
766286207
(CUSIP Number)
Michael Rosenzweig, Esq.
Rogers & Hardin
2700 Cain Tower
229 Peachtree Street, N.E.
Atlanta, Georgia 30303 404/522/4700
(Name, Address and Telephone Number of Person Authorized to receive Notices
and Communications)
December 7, 1995
(Date of Event which Requires filing 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 (X) . (A
fee is not required only if the report 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 or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 766286207
1. Name of Reporting Person
S.S. or I.R.S. Identification of Above Person
Wayne W. McAteer
S.S. No. ###-##-####
2. Check the appropriate box if a member of a group.
N/A
3. SEC Use Only
4. Source of Funds
00
5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e)
( )
6. Citizenship of place of organization
U.S. Citizen
Number of 7. Sole Voting Power
Shares 100,000
Beneficially
Owned by 8. Shared Voting Power
Each 0
Reporting
Person 9. Sole Dispositive Power
With 100,000
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares *
N/A
13. Percent of Class Represented by Amount in Row (11)
9.12%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 THRU 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20546
STATEMENT PURSUANT TO RULE 13D-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
SCHEDULE 13D
The following statement is filed on behalf of the person
identified in Item 2(a) of this Schedule 13D.
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.01 par value
("Common Stock"), of Ridgewood Properties, Inc., a Delaware
corporation ("Ridgewood"). The address of the principal executive
offices of Ridgewood is 2859 Paces Ferry Road, Suite 700, Atlanta,
Georgia 30339.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Wayne W. McAteer (the "Reporting Person").
(b) Business address: 2859 Paces Ferry Road, Suite 700,
Atlanta, Georgia 30339.
(c) Principal occupation: President, Wesley Hotel Group,
Inc. ("Wesley"), a Georgia corporation and a
wholly-owned subsidiary of Ridgewood, engaged in the
business of managing hotel properties.
(d) Criminal convictions during the last five years:
None.
(e) Civil proceedings and/or judgments, decrees or final
orders related to federal and state securities laws
during the last five years: None.
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 7, 1995, Ridgewood, Ridgewood Acquisition
Corp., a Georgia corporation and wholly-owned subsidiary of Ridgewood
("Acquisition"), Wesley, the Reporting Person and Samuel King
("King"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") and consummated the transactions contemplated thereby
(the "Merger"). Pursuant to the Merger Agreement, Acquisition was
merged with and into Wesley, with Wesley as the surviving
corporation. Immediately prior to the Merger, there were 1,000
issued and outstanding shares of Wesley capital stock, 800 of which
were owned by the Reporting Person and 200 of which were owned by
King. Each of the issued and outstanding shares of Wesley
immediately prior to the Merger was converted into the right to
receive One Hundred Twenty-five (125) shares of Common Stock. In
addition, Ridgewood entered into post-employment consulting
agreements with the Reporting Person and King.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired 100,000 shares of Common
Stock (the "Shares") in connection with the Merger, wherein
Acquisition merged with and into Wesley. Except as described in this
Item 4 and Item 6, the Reporting Person has not formulated any plans
or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of Ridgewood or the
disposition of securities of Ridgewood; (b) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving Ridgewood or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of Ridgewood or any
of its subsidiaries; (d) any change in the present Board of Directors
or management of Ridgewood, including any plans or proposals to
change of the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present
capitalization or dividend policy of Ridgewood; (f) any other
material change in Ridgewood's business or corporate structure; (g)
changes in Ridgewood's charter, bylaws of instruments corresponding
thereto or other actions which may impede the acquisition of control
of Ridgewood by any person; (h) causing any class of securities of
Ridgewood to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association; (i) causing
any class of equity securities of Ridgewood to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action
similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person is the beneficial owner of
100,000 shares of Common Stock which represents approximately 9.12%
of the Common Stock outstanding.
(b) The Reporting Person has the power to vote and direct
the vote and the power to dispose and direct the disposition of the
Shares.
(c) Except for the consummation of the transactions
contemplated by the Merger Agreement as described in Item 3 hereof,
pursuant to which the Reporting Person acquired beneficial ownership
of the Shares, the Reporting Person has not effected a transaction
involving shares of Common Stock during the past 60 days.
(d) No person other than the Reporting Person has the
right to receive or the power to direct receipt of dividends from, or
the proceeds of the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
The Reporting Person is a party to the Registration Rights
Agreement dated as of December 7, 1995 by and among Ridgewood, the
Reporting Person and King. In addition, Ridgewood has agreed to
grant to the Reporting Person the right and option to purchase up to
75,000 shares of Common Stock pursuant to the Ridgewood Properties,
Inc. 1993 Stock Option Plan, as amended. The options will be on the
terms and conditions set forth in a written option agreement to be
agreed to between Ridgewood and the Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Agreement and Plan of Merger by and among
Ridgewood Properties, Inc., Ridgewood Acquisition Corp., Wesley Hotel
Group, Inc., Wayne W. McAteer and Samuel King dated December 7, 1995.
(Attached as Exhibit 10 to the Ridgewood Properties, Inc. Form 10-Q
for the period ending November 30, 1995 filed with the SEC on January
16, 1996.)
Exhibit 2: Registration Rights Agreement dated as of
December 7, 1995 by and among Ridgewood Properties, Inc., Wayne
McAteer and Samuel King. (Attached as Exhibit 10 to the Ridgewood
Properties, Inc. Form 10-Q for the period ending November 30, 1995
filed with the SEC on January 16, 1996.)
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this Schedule
13D is true, complete and correct.
/s/ Wayne W. McAteer
____________________________
Wayne W. McAteer
Dated: January 15, 1996
