SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)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.
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/A
CUSIP NO. 766234108
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Karen S. Hughes
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(c) ____
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
160,440
Number of
Shares 8. Shared Voting Power
Beneficially -0-
Owned by
Each 9. Sole Dispositive Power
Reporting 160,440
Person
With 10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
160,440
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
13. Percent of Class Represented by Amount in Row (11)
10%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Item 1. Security and Issuer
This Schedule 13D/A 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
Karen S. Hughes ("Ms. Hughes" or the "Reporting Person")
(b) Residence or Business Address
2859 Paces Ferry Road
Suite 700
Atlanta, Georgia 30339
(c) Present Principal Occupation or Employment
Ms. Hughes is the Vice President, Chief Financial Officer
and Secretary 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 Persons has not, during the past five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding 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
1 . Ms. Hughes 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 75,000 shares of Common Stock
(the "Shares") referred to on the cover pages of this Statement upon the
exercise of certain stock options (the "Options") she received
pursuant to the provisions of the Ridgewood Properties, Inc. 1993
Stock Option Plan, as amended (the "Plan"). On January 31, 1997, Ms.
Hughes 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 Ms.
Hughes (the "Note") in the amount of $75,000, the full purchase price
for the Shares. 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 January 31, 1998. The Note is secured by a pledge of the
Shares to the Issuer pursuant to that certain Share Security
Agreement by and between Ms. Hughes 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 75,000 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) Ms. Hughes is the direct beneficial owner of 160,440
shares of Common Stock, or 10% 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 160,440 shares of Common Stock, 75,000 shares
were purchased upon the exercise of the Options, as described in Item
3 hereof. Ms. Hughes also has the right to acquire 60,000 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 Ms. Hughes.
(b) Ms. Hughes 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 Item 3, 4 and 5 are incorporated herein by this
reference.
In connection with the purchase of the Common Stock, Ms. Hughes
entered into a Put Agreement dated as of February 7, 1997, whereby
Ms. Hughes has the right on January 21, 1998 to offer up to 10,000 of the
Shares to Gregory T. Weigle ("Mr. Weigle") and to require N. Russell Walden,
the President of the Issuer ("Mr. Walden") to purchase up to 15,000
of the Shares 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
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.
February 27, 1997
(Date)
/s/ Karen S. Hughes
Signature
Karen S. Hughes
Vice President
Chief Financial Officer
(Name/Title)
EXHIBIT INDEX
Exhibit No. Description
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
EXHIBIT 1
PROMISSORY NOTE
$75,000.00 January 31, 1997
FOR VALUE RECEIVED, KAREN S. HUGHES, 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 Seventy-Five Thousand Dollars
($75,000.00), 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 twenty-five one hundredths percent (8.25%) 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 January 31, 1998 (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.
/s/ Karen S. Hughes (SEAL) KAREN S.
HUGHES, Maker
EXHIBIT 2
SHARE SECURITY AGREEMENT
This SHARE SECURITY AGREEMENT (the "Agreement") is made as of
the ___ day of January, 1997, by and between KAREN S. HUGHES, 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 75,000 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.
/s/ Karen S. Hughes (SEAL)
KAREN S. HUGHES, Pledgor
Address: 2377 Emory Lane
Marietta, GA 30068
RIDGEWOOD PROPERTIES, INC.
[CORPORATE SEAL] By: /s/ N. R. Walden
Its: President
ATTEST:
/s/ Gregory T. Weigle 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:
1. 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").
2. 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").
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
/s/ Karen S. Hughes
/s/ Gregory T. Weigle
/s/ N. Russell Walden
