SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)1
Ridgewood Hotels, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
766234108
(CUSIP Number)
Michael Rosenzweig, Esq.
Rogers & Hardin
2700 International 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)
January 31, 1997
(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. ____
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.
1 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 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 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).
SCHEDULE 13D
CUSIP No. 766234108
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Noel Russell Walden S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ____
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. SOLE VOTING POWER
930,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 930,000
PERSON
WITH 10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Schedule 13D
Item 1. Security and Issuer
This Schedule 13D relates to the shares of common stock,
$.01 par value per share (the "Common Stock"), of Ridgewood Hotels, Inc.
(formerly Ridgewood Properties, Inc.) (the "Issuer"). The address of
the principal executive offices of the Issuer is 2859 Paces Ferry Road,
Suite 700, Atlanta, Georgia 30339.
Item 2. Identity and Background
(a) Name
Noel Russell Walden ("Mr. Walden" or the "Reporting
Person")
(b) Residence or Business Address
2859 Paces Ferry Road
Suite 700
Atlanta, Georgia 30339
(c) Present Principal Occupation or Employment
Mr. Walden is the President of the Issuer, which
is located at 2859 Paces Ferry Road, Suite 700,
Atlanta, Georgia 30339.
(d) The Reporting Person has not, during the past five years,
been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the past five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which proceeding he was or is subject to a judgment,
decree or final order enjoining future violations of,
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(f) Citizenship
Mr. Walden is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The responses to Item 4 are incorporated herein by this reference.
The Reporting Person acquired 375,000 shares of Common
Stock (the "Shares") referred to on the cover pages of this Statement
upon the exercise of certain stock options (the "Options") he received
pursuant to the provisions of the Ridgewood Properties, Inc. 1993 Stock
Option Plan, as amended (the "Plan"). On January 31, 1997, Mr. Walden
exercised the Options and purchased the Shares pursuant to the Plan, at a
price of $1 per share. Payment for the Shares was in the form of a
promissory note dated January 31, 1997, tendered by Mr. Walden (the
"Note") in the amount of $275,000, and a cash payment out of his personal
funds of $100,000. Interest on the principal balance of the Note accrues
at a rate of 8.25% and the Note is due and payable on or before February
28, 1997. The Note is secured by a pledge of the Shares to the Issuer
pursuant to that certain Share Security Agreement by and between Mr.
Walden and the Issuer dated January 31, 1997 (the "Security Agreement").
Item 4. Purpose of the Transaction
The responses to Items 3 and 6 are incorporated herein
by this reference.
The Reporting Person acquired 375,000 shares of Common
Stock upon the exercise of the Options.
Other than as indicated in Item 3 hereof, the Reporting
Person listed in Item 2(a) above presently has no plans or proposals
which relate to or would otherwise result in:
(a) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or proposals to change
the number or term of directors or fill any existing vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business
or corporate structure, including, but not limited to, if the Issuer
is a registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(j) Any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
The responses to Item 3 are incorporated herein by this
reference.
(a) Mr. Walden is the direct beneficial owner of 930,000 shares of
Common Stock, or 55.1% of the 1,538,480 shares of Common Stock outstanding
on February 5, 1997 (the date of the Issuer's most recently available
filing with the Securities and Exchange Commission). Of the 930,000
shares of Common Stock, 375,000 shares were purchased upon the exercise
of the Options, as described in Item 3 hereof, and Mr. Walden has the
right to acquire 150,000 shares of Common Stock (the "Old Options")
pursuant to the Ridgewood Properties, Inc. 1993 Stock Option Plan (the
"Plan"). The Old Options expire on March 30, 2003, ten years after the
date the Old Options were granted to Mr. Walden.
(b) Mr. Walden has the sole power to vote and direct the vote and
the sole power to dispose and direct the disposition of the Shares.
(c) Except for the exercise of the Options 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) The Reporting Person has the sole right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The responses to Items 3, 4 and 5 are incorporated herein by this
reference.
In addition to the purchase of the Common Stock, Mr. Walden
entered into a Put Agreement dated as of February 7, 1997, with Gregory
T. Weigle ("Mr. Weigle") and Karen S. Hughes ("Ms. Hughes"), whereby Ms.
Hughes has the right on January 21, 1998 to offer up to 10,000 shares of
Common Stock to Mr. Weigle and to require Mr. Walden to purchase up to
15,000 shares of Common Stock plus all or a portion of the 10,000 shares
offered to, but not purchased by, Mr. Weigle.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Promissory Note dated January 31, 1997
Exhibit 2 Share Security Agreement dated January 31, 1997
Exhibit 3 Put Agreement dated February 7, 1997
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.
March 3, 1997
(Date)
/s/ Noel Russell Walden
Signature
Noel Russell Walden
(Name/Title)
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
Exhibit 1 Promissory Note Dated January 31, 1997 8
Exhibit 2 Share Security Agreement dated January 31,
1997 11
Exhibit 3 Put Agreement dated February 7, 1997 20
EXHIBIT 1
PROMISSORY NOTE
$275,000.00 January 31, 1997
FOR VALUE RECEIVED, N. RUSSELL WALDEN, an individual
resident of the State of Georgia ("Maker"), hereby promises to pay to
the order of RIDGEWOOD PROPERTIES, INC., a Delaware corporation ("Payee"),
at its principal offices located at 2859 Paces Ferry Road, Suite 700,
Atlanta, Georgia 30339 or at such other place as Payee may direct in
writing, the principal sum of Two Hundred Seventy-Five Thousand Dollars
($275,000.00), together with interest thereon as hereinafter set forth,
in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts.
From and after the date hereof, interest shall accrue on
the outstanding principal balance hereof at the rate per annum equal to
eight and seventy-five one hundredths percent (8.75%) until all amounts
of principal and accrued interest outstanding hereunder are paid in full.
The entire principal balance hereof, together with all
accrued and unpaid interest and all other amounts outstanding hereunder,
shall be due and payable in full on or before February 28, 1997 (the
"Maturity Date").
All payments received hereunder shall be applied first to
accrued and unpaid interest and then to the principal balance outstanding
hereunder. Maker at any time or from time to time may prepay all or any
portion of the outstanding principal balance of this Note (together with
accrued interest thereon through the date of such prepayment) without
penalty or premium.
If this Note becomes due and payable on a Saturday, Sunday
or public holiday under the laws of the State of Georgia, such payment
date shall be extended to the next business day.
This Note shall be secured by a pledge of certain stock
held by the Maker pursuant to that certain Share Security Agreement by
and between Maker (as Pledgor) and Payee (as Pledgee) dated as of the
date hereof (the "Security Agreement").
The occurrence and continuation of any one of the following
events ("Event of Default") shall constitute a default hereunder:
(i) Maker shall fail to make due and punctual payment of the principal
of or interest on this Note; (ii) Maker violates any covenant in this
Note (other than payment when due of principal or interest on this Note)
or the Security Agreement, and Maker fails to cure such violation within
ten (10) days after notice thereof from Payee; or (iii) Maker makes an
assignment for the benefit of creditors, files a petition in bankruptcy,
is adjudicated insolvent or bankrupt, petitions a court for the
appointment of any receiver or trustee for Maker or any substantial
part of Maker's property, commences any proceeding relating to Maker
under any arrangement or debt readjustment law or statute of any
jurisdiction whether now or hereafter in effect or there is commenced
against Maker any such proceeding which remains undismissed for sixty
(60) days, or Maker by any act indicates consent to, approval of or
acquiescence in any such proceeding or the appointment of any receiver
or trustee for Maker or any substantial part of Maker's property, or
suffers any such receivership or trusteeship to continue undischarged
for sixty (60) days.
If an Event of Default occurs and is continuing hereunder,
then, at the option of Payee, the entire principal amount outstanding
hereunder, together with all accrued and unpaid interest thereon shall,
upon written notice from Payee to Maker, become immediately due and
payable. The rights, remedies, powers and privileges provided for
herein are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.
No waiver by Payee of any default shall be effective unless
in writing, nor shall it operate as a waiver of any other default or
of the same default on a future occasion. No delay or omission by Payee
in exercising any of its rights, remedies, powers and privileges hereunder
or at law and no course of dealing between Payee and Maker or any other
person shall be deemed a waiver by Payee of any of such rights, remedies,
powers and privileges even if such delay or omission is continuous or
repeated, nor shall any single or partial exercise of any right, remedy,
power or privilege preclude any other or further exercise thereof by
Payee or the exercise of any other right, remedy, power or privilege by
Payee.
Maker hereby waives presentment, demand, protest and notice
of any kind (including notice of presentment, demand, protest, dishonor
or nonpayment).
If this Note is placed in the hands of any attorney for
collection, or if collected by suit or through any bankruptcy or other
legal proceedings, Maker hereby agrees to pay all expenses incurred by
the holder of this Note, including attorneys' fees and costs, all of
which shall become a part of the principal hereof.
Each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or
the remaining provisions of this Note.
This Note shall be binding upon Maker and Maker's heirs,
administrators, successors and assigns and shall inure to the benefit
of Payee and its successors and assigns.
This Note in all respects shall be governed by and
construed and enforced in accordance with the laws of the State of
Georgia, without giving effect to any principles of conflicts of laws.
This Note may not be changed orally, but only by an instrument in writing
executed by the parties hereto.
Time is of the essence of this Note.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Note as of the date and year first set forth above.
______________________________________(SEAL)
N. RUSSELL WALDEN, Maker
EXHIBIT 2
SHARE SECURITY AGREEMENT
This SHARE SECURITY AGREEMENT (the "Agreement") is made as
of the 31st day of January, 1997, by and between N. RUSSELL
WALDEN, an individual resident of the State of Georgia
("Pledgor"), and RIDGEWOOD PROPERTIES, INC., a Delaware
corporation (the "Pledgee").
W I T N E S S E T H:
WHEREAS, the Pledgor is an employee of Pledgee;
WHEREAS, the Pledgor has issued a promissory note of even
date herewith (the "Note"); and
WHEREAS, the Pledgor has agreed to enter into this
Agreement and to pledge 375,000 shares of the common stock, par
value $.01 per share (the "Shares"), of Pledgee as security for
the performance of Pledgor's obligations under the Note.
NOW THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, and to secure the payment and
performance of the Pledgor's obligations under the Note, the
parties hereto agree as follows:
1. Pledge. As collateral security for the due and
punctual payment of the Note, Pledgor hereby pledges,
hypothecates, transfers, sets over, delivers and assigns to
Pledgee, and hereby grants Pledgee a first security interest in,
the following:
(a) the Shares and the certificates representing the
Shares, and all cash, securities and other property or proceeds
at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for all or any
portion of the Shares;
(b) all securities hereafter delivered to Pledgor by
Pledgee in substitution for or in addition to any of the
foregoing, and all certificates and instruments representing or
evidencing such securities, together with all interest, cash,
securities and other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in
exchange for or on conversion of any or all thereof (all such
Shares, indebtedness, shares, certificates, interest, cash,
securities and other property received, receivable or otherwise
distributed in respect of any or all thereof being included
within the definition of "Collateral" for purposes of this
Agreement).
TO HAVE AND TO HOLD the Collateral, together with all
rights, titles, interests, privileges and preferences
appertaining or incidental thereto, unto Pledgee, its successors
and assigns, forever, subject, however, to the terms, covenants
and conditions hereinafter set forth.
2. Indebtedness and Obligations Secured. This Agreement
and the Collateral secure repayment of the indebtedness and the
obligations of Pledgor indicated below (collectively, the
"Obligations"), equally and ratably as to all such indebtedness
and obligations and without preference or priority as to any
class of such indebtedness or obligations or any component
thereof:
(a) the indebtedness evidenced by the Note (and any
promissory note of Pledgor issued in exchange for, or replacement
of, or substitution for, the Note, which shall be included in the
term "Note" as used herein), with interest and premiums thereon
as therein provided;
(b) all other amounts payable by Pledgor under the
Note, including without limitation, all fees, costs, expenses and
indemnities payable by Pledgor thereunder;
(c) all indebtedness of Pledgor arising under this
Agreement and all costs and expenses of Pledgee in enforcing this
Agreement and the Note; and
(d) all renewals and extensions, in whole or in part,
of the Note or of any other indebtedness or obligation described
above in this Section.
3. Representations and Warranties. As of the date hereof,
(i) Pledgor is the holder of record of all of the Shares; Pledgor
has good, right and lawful authority to enter into this Agreement
and to pledge the Collateral in the manner hereby contemplated
and will defend Pledgor's title thereto against the claims of all
persons whomsoever, (ii) there are no liens, claims, pledges,
security interests, encumbrances or rights of third parties
whatsoever with respect to the Collateral, (iii) this Agreement
has been duly authorized, executed and delivered and constitutes
the legal, valid and binding obligation of Pledgor, enforceable
in accordance with its terms, and (iv) no consent or approval of
any court, governmental body or regulatory authority (federal,
state or local) is or was necessary to the validity of the pledge
granted hereby.
4. Appointment of Agents; Registration in Nominee Name.
Pledgee shall have the right to appoint one or more agents for
the purpose of retaining physical possession of the certificates
or instruments representing or evidencing the Collateral, which
certificates or instruments may be held (in the discretion of
Pledgee) in the name of the Pledgor, endorsed or assigned in
blank or in favor of Pledgee, or in the name of Pledgee or any
agent appointed by Pledgee to retain physical possession of such
certificates or instruments, or in the name of any nominee of
Pledgee or any such agent. In addition, Pledgee shall at all
times have the right to exchange certificates or instruments
representing or evidencing Collateral for certificates or
instruments of smaller or larger denominations. The Pledgor
hereby agrees that any registrar or transfer agent for any
securities included in the Collateral shall be entitled to rely
on the provisions of this Section as conclusive evidence of the
authority of Pledgee to effect re-registration of any such
securities in the name of Pledgee or that of its agents or its or
their nominees or to exchange certificates or instruments
representing or evidencing such Collateral for certificates or
instruments of smaller or larger denominations, notwithstanding
any notice or direction to such registrar or transfer agent from
the Pledgor to the contrary.
5. Pledgor's Rights and Powers. So long as no Event of
Default (as defined in Section 6 of this Agreement) shall have
occurred and be continuing, Pledgor may, during the term of this
Agreement, exercise all rights and privileges of a shareholder of
Pledgee with respect to the Shares. Upon the occurrence and
during the continuance of an Event of Default hereunder, all
rights of Pledgor to exercise the rights and powers that Pledgor
is entitled to exercise pursuant to this Section 5 shall cease,
and all such rights shall thereupon become vested in Pledgee, who
shall have the sole and exclusive right and authority to exercise
such rights and powers.
6. Events of Default. The occurrence or continuation of
any of the following events shall constitute an Event of Default
hereunder:
(a) Failure of Pledgor to pay, when due, any amount
payable under the Note;
(b) Any other Event of Default as defined in the Note
or any other applicable agreement; and
(c) Any default in the due observance or performance of
any term, covenant, warranty, agreement or condition contained in
this Agreement, which default continues for ten (10) calendar
days after Pledgee gives notice of such failure to Pledgor.
7. Remedies upon Default. Upon the occurrence and during
the continuance of an Event of Default hereunder, Pledgee may,
without giving any notice to Pledgor other than as required in
paragraph (b) below and in addition to the exercise by Pledgee of
its rights and remedies under any other section of this Agreement
or under the Note, or otherwise available to it at law or in
equity:
(a) apply the cash (if any) then held by it as
Collateral hereunder to the payment of any Obligations, whether
or not then due and in any order selected by Pledgee; and
(b) if there shall be no such cash or the cash so
applied shall be insufficient to pay all such Obligations in
full, exercise all the rights and remedies of a secured party
under the Uniform Commercial Code in effect in the State of
Georgia at that time and sell (in compliance with applicable
securities laws) the Collateral, or any part thereof, at public
or private sale, at any broker's board, upon any securities
exchange, at Pledgee's offices or elsewhere, for cash, upon
credit or for future delivery, as Pledgee may deem appropriate in
the circumstances and commercially reasonable. In connection
therewith, Pledgee shall have the right to impose such
limitations and restrictions on the sale of the Collateral as
Pledgee may deem to be necessary or appropriate to comply with
any law, rule or regulation (federal, state or local) having
applicability to the sale, including, without limitation,
restrictions on the number and qualifications of the offerees and
requirements for any necessary governmental approvals, and
Pledgee shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective offerees or
purchasers to persons who will represent and agree that they are
purchasing securities included in the Collateral for their own
account and not with a view to the distribution or sale thereof
in violation of applicable securities laws. Upon consummation of
any such sale, Pledgee shall have the right to assign, transfer
and deliver to the purchaser or purchasers thereof the Collateral
so sold. Each such purchaser at any such sale shall hold the
property sold absolutely, free from any claim or right on the
part of Pledgor, and Pledgor hereby waives (to the extent
permitted by law) all rights of redemption, stay or appraisal
that it now has or may at any time in the future have under any
rule of law or statute now existing or hereafter enacted. To the
extent that notice of sale shall be required to be given by law,
Pledgee shall give Pledgor at least ten (10) calendar days' prior
written notice of Pledgee's intention to make any public or
private sale of such Collateral. Such notice shall state the
time and place fixed for sale, and the Collateral, or portion
thereof, to be offered for sale. Any such sale shall be held at
such time or times within ordinary business hours and at such
place or places as Pledgee may fix in the notice of such sale.
At any such sale, the Collateral, or portion thereof, to be sold
may be sold in one lot as an entirety or in separate parcels, as
Pledgee may (in its sole and absolute discretion) determine, and
Pledgee may itself bid for (which bid may be in whole or in part
in the form of cancellation of Obligations) and purchase the
whole or any part of the Collateral.
Pledgee shall not be obligated to make any sale of
Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of the Collateral may have been given.
Pledgee may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for sale, and such
sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case the sale of all or
any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by Pledgee until
the sale price is paid by the purchaser or purchasers thereof,
but Pledgee shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the
Collateral so sold and, in case of any such failure, such
Collateral may be sold again upon like notice. As an alternative
to exercising the power of sale herein conferred upon it, Pledgee
may proceed by a suit or suits at law or in equity to foreclose
this Agreement and sell the Collateral, or any portion thereof,
pursuant to a judgment or decree of a court or courts of
competent jurisdiction.
8. Application of Proceeds of Sale; Deficiency. The
proceeds of the sale of the Collateral sold pursuant to Section 7
hereof shall be applied by Pledgee as follows:
First: to the payment of the costs and expenses of such
sale, including the out-of-pocket expenses of Pledgee and the
reasonable fees and out-of-pocket expenses of counsel employed in
connection therewith, and the payment of all costs and expenses
incurred by Pledgee in connection with the administration and
enforcement of this Agreement, to the extent that such costs and
expenses shall not have been previously reimbursed or paid to
Pledgee;
Second: to the payment or prepayment in full of all other
Obligations, whether or not then due and in any order selected by
Pledgee; and
Third: the balance (if any) of such proceeds shall be paid
to Pledgor or as a court of competent jurisdiction may direct.
Pledgor shall be liable for any deficiency.
9. Pledgee Appointed Attorney-In-Fact. Pledgor hereby
appoints Pledgee as Pledgor's attorney-in-fact, with full power
of substitution, for the purpose of carrying out the provisions
of this Agreement and taking any action and executing any
agreement or instrument on behalf of Pledgor that Pledgee may
deem necessary or advisable to accomplish the purposes hereof,
which appointment is coupled with an interest and is irrevocable.
Without limiting the generality of the foregoing, Pledgor agrees
and understands that Pledgee shall have the right and power to
receive, endorse and collect all checks and other orders for the
payment of money made payable to Pledgor which represents any
dividend, principal or interest payment or other distribution
payable or distributable in respect of the Collateral or any part
thereof and to give full discharge for the same.
10. Responsibility of Pledgee; Care of Collateral. Neither
Pledgee, nor any director, officer, employee or agent of Pledgee,
shall be liable for any action taken or omitted to be taken by it
or them with respect to this Agreement or any of the Collateral,
except for its or their gross negligence or willful misconduct,
and Pledgee shall not be liable for any action or omission to act
on the part of any agent appointed by Pledgee to act hereunder or
with respect to the Collateral (or any part thereof), if selected
by Pledgee with reasonable care. Notwithstanding the provisions
of Section 5 hereof, Pledgee shall have no duty to exercise any
voting or any other consensual rights and powers becoming vested
in Pledgee with respect to the Collateral or any part thereof, to
exercise any right to redeem, convert or exchange any securities
included in the Collateral, to enforce or see to the payment of
any dividend, principal or interest or any other distribution
payable or distributable on or with respect to the Collateral or
any part thereof or otherwise to preserve any rights with respect
to the Collateral against any third parties, and Pledgee shall
not be liable or accountable to Pledgor in respect of any of the
foregoing. Pledgee shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral if Pledgee
shall take such action for such purpose as Pledgor may request in
writing, but the failure of Pledgee to take any action requested
by Pledgor shall not, in and of itself, be deemed to constitute a
failure on the part of Pledgee to exercise reasonable care with
respect to the custody and preservation of the Collateral or any
part thereof.
11. Expenses. Pledgor agrees to pay Pledgee, upon its
demand, all of Pledgee's out-of-pocket expenses (including its
reasonable attorneys' fees) incurred in connection with the
administration or enforcement of this Agreement, the care and
custody of the Collateral (or any part thereof), the
registration, re-registration or transfer of the Collateral (or
any part thereof) and the sale or collection of the Collateral
(or any part thereof). Should Pledgor fail to do any act or
thing that Pledgor has covenanted to do hereunder, or should any
representation or warranty on the part of Pledgor contained
herein be breached, Pledgee may (but shall not be obligated to)
do the same or cause it to be done, or remedy any such breach,
and there shall be added to the liabilities of Pledgor hereunder
the cost or expense to Pledgee in so doing, and any and all
amounts expended by Pledgee in taking any such action shall be
repayable to it by Pledgor upon Pledgee's demand.
12. Release of Collateral. After the repayment of
Pledgor's indebtedness and obligations to Pledgee under the Note,
Pledgee will release to Pledgor the Collateral pledged hereunder
and deliver to Pledgor certificates for the number of shares
listed above.
13. Restriction on Transfer. Pledgor shall not sell,
transfer, pledge, hypothecate or otherwise dispose of any shares
of Shares except in compliance with this Agreement and the
Ridgewood Properties, Inc. 1993 Stock Option Plan, as amended
(the "Plan"). Any purported sale, transfer, pledge,
hypothecation or other disposition of the Shares in contravention
of the terms of this Agreement or the Plan shall be null, void
and of no force and effect.
14. Miscellaneous.
a. Notices. Any notice required or permitted
hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified
mail with postage and fees prepaid, addressed to Pledgor at
Pledgor's address shown on Pledgee's employment records and
to Pledgee at the address of its principal corporate offices
(Attention: President) or at such other address as such
party may designate by advance written notice to the other
party hereto.
b. Further Assurances. The Pledgor agrees to do such
further acts and things, and to execute and deliver such
agreements and instruments, including without limitation
stock and bond powers, as Pledgee may at any time request in
connection with the administration or enforcement of this
Agreement or related to the Collateral or any part thereof
or in order better to assure and confirm unto Pledgee its
rights, powers and remedies hereunder.
c. Binding Agreement; Assignment. This Agreement,
and the terms, covenants and conditions hereof, shall be
binding upon and inure to the benefit of the parties hereto,
and their respective heirs, administrators, successors and
assigns, as the case may be, except that the Pledgor shall
not be permitted to assign this Agreement or any interest in
the Collateral, or any part thereof, or otherwise pledge,
encumber or grant any option with respect to the Collateral,
or any part thereof, or any cash or property held by Pledgee
as collateral under this Agreement, without the prior
written consent of Pledgee.
d. Waiver, Modification, etc. Neither this Agreement
nor any provisions hereof may be amended, modified, waived,
discharged or terminated, nor may any of the Collateral be
released or the pledge or the security interest created
hereby extended, except by an instrument in writing signed
on behalf of the party to be charged. The Section headings
used herein are for convenience of reference only and shall
not define or limit the provisions of this Agreement. This
Agreement may be executed in counterparts, each of which
shall be deemed to be an original and both of which together
shall constitute the Agreement.
e. Governing Law; Consent to Jurisdiction and Venue.
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF
GEORGIA AND SHALL BE INTERPRETED, AND THE RIGHTS AND
LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH
THE LAWS OF THE STATE OF GEORGIA (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS). AS PART OF THE CONSIDERATION
FOR THE BENEFITS RECEIVED BY THE PLEDGOR, PLEDGOR HEREBY CONSENTS
TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
THE STATE OF GEORGIA, AND CONSENTS THAT ALL SERVICE OF PROCESS BE
MADE BY REGISTERED OR CERTIFIED MAIL DIRECTED TO SUCH PARTY AT
THE ADDRESS SET FORTH ON THE SIGNATURE PAGE TO THIS
AGREEMENT, AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR FIVE (5)
CALENDAR DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER
POSTAGE PREPAID. TO THE EXTENT PERMITTED BY LAW, EACH SUCH PARTY
TO THIS AGREEMENT WAIVES ANY OBJECTION SUCH PARTY MAY HAVE BASED
ON LACK OF JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS
TO THE CONDUCT OF ANY PROCEEDING INSTITUTED HEREUNDER.
NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF PLEDGEE TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
AFFECT THE RIGHT OF PLEDGEE TO BRING ANY ACTION OR
PROCEEDING AGAINST PLEDGOR OR PLEDGOR'S PROPERTIES IN THE
COURTS OF ANY OTHER JURISDICTION THAT HAS JURISDICTION OVER
PLEDGOR OR PLEDGOR'S PROPERTY.
IN WITNESS WHEREOF, Pledgee has caused this Agreement to
be duly executed and delivered by its duly authorized officers,
and Pledgor has executed and delivered this Agreement, all as of
the day and year first above written.
___________________________________(SEAL)
N. RUSSELL WALDEN, Pledgor
Address:
_________________________________________
_________________________________________
_________________________________________
RIDGEWOOD PROPERTIES, INC.
[CORPORATE SEAL] By:_______________________________________
Its:_________________________________
ATTEST:
______________________________
Assistant Secretary
EXHIBIT 3
PUT AGREEMENT
This PUT AGREEMENT (the "Agreement") is made as of the
7th day of February, 1997, by and among Karen S. Hughes ("Ms.
Hughes"), Gregory T. Weigle ("Mr. Weigle") and N. Russell Walden
("Mr. Walden").
WHEREAS, pursuant to the provisions of the Ridgewood
Properties, Inc. 1993 Stock Option Plan, as amended (the "Plan"),
on January 31, 1997, Ms. Hughes exercised her option to purchase
75,000 shares of the common stock, par value $.01 per share (the
"Shares"), of Ridgewood Properties, Inc. (the "Company") at a
price of $1.00 per share;
WHEREAS, Ms. Hughes wishes to have the right to require
Mr. Weigle and Mr. Walden to purchase up to a total of 25,000 of
the Shares (the "Put Shares") at a price of $1.00 per share (the
"Put Price"); and
WHEREAS, Mr. Weigle and Mr. Walden wish to grant Ms.
Hughes the right to require them to purchase the Put Shares on
the terms and conditions set forth herein.
IN CONSIDERATION of the mutual representations,
warranties and covenants set forth herein, and intending to be
legally bound, the parties hereto hereby agree as follows:
15. Put Arrangement. On January 21, 1998, Ms. Hughes
shall have the right to offer up to 10,000 of the Put Shares to
Mr. Weigle at the Put Price and to require Mr. Walden to purchase
at the Put Price 15,000 of the Put Shares plus all or a portion
of the 10,000 Put Shares offered to, but not purchased by, Mr.
Weigle, by delivering a written notice to Mr. Walden and Mr.
Weigle specifying the aggregate number of Put Shares offered to
Mr. Weigle and required to be purchased by Mr. Walden (the "Put
Notice").
16. Put Notice. Within ten (10) days after the date of the Put
Notice, Mr. Walden and/or Mr. Weigle shall purchase and Ms.
Hughes shall sell the number of Put Shares specified in the Put
Notice at the time and place specified in the Put Notice (the
"Put Closing").
17. Put Closing. At the Put Closing, Ms. Hughes shall deliver
to Mr. Walden and/or Mr. Weigle certificates representing the Put
Shares to be repurchased by Mr. Walden and/or Mr. Weigle, free
and clear of all liens and encumbrances and duly endorsed in
blank or accompanied by duly executed stock powers, and Mr.
Walden and/or Mr. Weigle shall deliver to Ms. Hughes an amount
equal to the product of (i) the Put Price per share multiplied by
(ii) the number of Put Shares to be purchased, by cash, cashier's
check or certified check, or such other method of payment as the
parties hereto shall agree.
18. Governing Law. This Agreement shall be deemed to be made
in, and in all respects shall be interpreted, construed and
governed by and in accordance with, the laws of the State of
Georgia, without giving effect to principles of conflicts of
laws.
19. Amendment. Any provisions herein may be amended and the
observance thereof may be waived (either generally or in a
particular instance) only by the written consent of all of the
parties hereto.
20. Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, assigns, heirs,
executors and administrators. Neither party may assign this
Agreement or any of its rights or obligations hereunder without
the prior written consent of the other parties hereto, and any
such attempted assignment shall be void.
21. Notices. All notices required or permitted hereunder shall
be in writing and shall be deemed effectively given upon personal
delivery to the party to be notified or five (5) days after
deposit in the United States mail, by registered or certified
mail, postage prepaid and properly addressed to the party to be
notified.
22. Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any
provision shall not affect the validity or enforceability of any
other provision hereof.
23. Counterparts. This Agreement may be executed by facsimile
and in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one
and the same instrument.
24. Entire Agreement. Except to the extent expressly provided
herein, this Agreement constitutes the entire agreement between
the parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, between the
parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed,
sealed and delivered this Agreement all as of the date first
above written.
_________________________________
KAREN S. HUGHES
________________________________
GREGORY T. WEIGLE
________________________________
N. RUSSELL WALDEN
