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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
THOMAS EDISON INNS, INC., a Michigan corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
884396 10 2
(CUSIP Number)
Gerard Belisle, Jr.
Meritage Hospitality Group Incorporated 40 Pearl Street, N.W., Suite 430
Grand Rapids, MI 49503
(616) 776-2600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 13, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meritage Hospitality Group Incorporated
65 - 0457574
2 Check The Appropriate Box If A Member Of A Group (a)[ ]
(b)[x]
3 SEC Use Only
4 Source of Funds
SC
5 Check Box If Disclosure Of Legal Proceedings Is [ ]
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
Florida, United States
7 Sole Voting Power
Number Of 1,554,405
Shares 8 Shared Voting Power
Beneficially
Owned By -0-
Each 9 Sole Dispositive Power
Reporting
Person 1,554,405
With 10 Shared Dispositive Power
-0-
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,554,405
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares
13 Percent Of Class Represented By Amount In Row (11)
51.5%
14 Type Of Reporting Person
CO
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Christopher B. Hewett
2 Check The Appropriate Box If A Member Of A Group (a)[ ]
(b)[x]
3 SEC Use Only
4 Source of Funds
PF
5 Check Box If Disclosure Of Legal Proceedings Is [ ]
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
United States of America
7 Sole Voting Power
Number Of 3,000
Shares 8 Shared Voting Power
Beneficially
Owned By 1,554,405
Each 9 Sole Dispositive Power
Reporting
Person 3,000
With 10 Shared Dispositive Power
1,554,405
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,557,405
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares
13 Percent Of Class Represented By Amount In Row (11)
51.6%
14 Type Of Reporting Person
IN
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert E. Schermer, Jr.
2 Check The Appropriate Box If A Member Of A Group (a)[ ]
(b)[x]
3 SEC Use Only
4 Source of Funds
PF
5 Check Box If Disclosure Of Legal Proceedings Is [ ]
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
United States of America
7 Sole Voting Power
Number Of 100
Shares 8 Shared Voting Power
Beneficially
Owned By 1,554,405
Each 9 Sole Dispositive Power
Reporting
Person 100
With 10 Shared Dispositive Power
1,554,405
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,554,505
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares
13 Percent Of Class Represented By Amount In Row (11)
51.5%
14 Type Of Reporting Person
IN
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This is the second amendment to a statement on Schedule 13D originally
filed on September 29, 1995, and amended on December 12, 1995, (the
"Original Statement") with respect to the common stock, $.01 par value of
Thomas Edison Inns, Inc., a Michigan corporation (the "Issuer"). Item 4 of
the Original Statement is hereby amended as set forth below.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following information:
On December 13, 1995, Meritage executed a written consent as holder
of the majority of the outstanding common stock of the Issuer which (1)
amended the Bylaws of the Issuer as set forth below, (2) fixed the number
of directors at 10 and (3) added the following individuals to the Board of
Directors:
Gerard Belisle, Jr.
Christopher B. Hewett
Joseph L. Magini
Robert E. Schermer, Jr.
Robert E. Schermer, Sr.
Article III sec. 1 of the Bylaws of the Issuer was amended to allow
the holders of the majority of the outstanding common stock to fix by vote
or written consent the number of directors. Article III sec. 2 of the
Bylaws was amended to allow the holders of the majority of the outstanding
common stock to fill by vote or written consent vacancies on the board of
directors.
A majority of the newly constituted board of directors have called a
meeting of the board of directors for December 14, 1995. The following
issues may be considered for action at the meeting of the board of
directors:
(a) The election of a new chairman of the board of directors (it is
anticipated that Mr. Schermer, Sr., will be nominated);
(b) Removal of the existing officers of the Issuer;
(c) The appointment of new officers (it is anticipated that Mr. Hewett
will be nominated for the office of President and Chief Executive Officer,
Mr. Schermer, Jr., will be nominated for Executive Vice President and
Secretary, and Mr. Belisle, Jr., an officer of Meritage, will be nominated
for Vice President and Treasurer);
(d) The election of new directors for the subsidiaries (the St. Clair
Inn, Inc., a Michigan corporation, the Spring Lake Inn, Inc., a Michigan
corporation, and Thomas Edison Inn, Incorporated, a Michigan corporation)
of the Issuer (it is anticipated that Mr. Hewett, Mr. Schermer, Jr. and Mr.
Belisle, Jr., will be nominated);
(e) The creation of an Executive Committee, an Audit Committee, a
Compensation Committee and a Nominating Committee;
(f) The termination of the Management Agreement among Innkeepers and
the Issuer and its subsidiaries;
(g) Review of the attorneys, accountants and public relations firms
currently employed by the Issuer;
(h) The change of the registered agent and registered office;
(i) Update on the Fairness Opinion to be issued by Roney & Co.
regarding the fairness from a financial point of view of the Stock Purchase
Agreement;
(j) The lawsuit filed in the Circuit Court for the County of St.
Clair, TEI Acquisition, Inc., v. Meritage Hospitality Group Incorporated,
Thomas Edison Inns, Inc., Raymond A. Weigel, III, Joseph P. Michael, William
F. Ehinger, David C. Distad, and Rebecca A. Awtry (Case No. 95-00-33-88);
and
(k) Such other matters as may properly come before the board.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 13, 1995
MERITAGE HOSPITALITY GROUP INCORPORATED
/s/Christopher B. Hewett
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Christopher B. Hewett
President
/s/Christopher B. Hewett
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Christopher B. Hewett
Individually
/s/Robert E. Schermer, Jr.
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Robert E. Schermer, Jr.
Individually
