CUSIP NO. 766234108
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)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 11, 2000
(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 re
porting 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).
<PAGE>
SCHEDULE 13D
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*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORANIZATION
UNITED STATES OF AMERICA
7. SOLE VOTING POWER
NUMBER OF 135,440
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 135,440
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
135,440
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* _____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.38%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
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 and Chief
Financial Officer 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
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.
Pursuant to an Agreement, dated January 10, 2000, and a
Management Agreement, dated January 10, 2000, each between
Fountainhead Development Corp., Inc., a Georgia corporation
("Buyer"), and the Issuer, the Issuer issued to Buyer 1,000,000
shares of Common Stock. As a result of such issuance, the
aggregate number of shares of Common Stock issued and outstanding
increased (to 2,513,480 shares as of January 14, 2000), and the
percent of such class of securities beneficially owned by the
Reporting Person decreased, to 5.38%. (Previously, in April of
1999, the Reporting Person sold 25,000 shares of Common Stock in
a private transaction.)
Item 4. Purpose of the Transaction
The responses to Items 3 and 6 are incorporated herein by
this reference.
The Reporting Person 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 135,440
shares of Common Stock, or 5.38% of the 2,513,480 shares of
Common Stock outstanding on January 14, 2000. Of the 135,440
shares of Common Stock, Ms. Hughes owns directly 75,440 shares
and has the right to acquire 60,000 shares (the "Options")
pursuant to the Ridgewood Properties, Inc. 1993 Stock Option Plan
(the "Plan"). The Options expire on March 30, 2003, ten years
after the date the 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) 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
None.
Item 7. Material to be Filed as Exhibits
None.
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.
January 24, 2000
(Date)
/s/ Karen S. Hughes
Signature
Karen S. Hughes
(Name/Title)
