SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(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 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 be sent.
(Continued on following pages)
____________
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).
<PAGE>
(Page 2 of 6 Pages)
SCHEDULE 13D
CUSIP NO. 766234108
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WAYNE W. MCATEER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
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
NUMBER OF SHARES 100,000
BENEFICIALLY
OWNED BY EACH
REPORTING 8. SHARED VOTING POWER
PERSON -0-
WITH
9. SOLE DISPOSITIVE POWER
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 *
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
3.98%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
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
Wayne W. McAteer ("Mr. McAteer" 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. McAteer is the President of Wesley Hotel Group, Inc.
("Wesley"), a Georgia corporation and a wholly-owned subsidiary
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
Mr. McAteer 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 3.98%.
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) Mr. McAteer is the direct beneficial owner of 100,000 shares of
Common Stock, or 3.98% of the 2,513,480 shares of Common Stock outstanding
on January 14, 2000.
(b) Mr. McAteer 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.
<PAGE>
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, 2000
(Date)
/s/ Wayne W. McAteer
Signature
Wayne W. McAteer
(Name/Title)
