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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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 14, 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 third amendment to a statement on Schedule 13D originally
filed on September 29, 1995, and amended on December 12, 1995, and December
14, 1995, (the "Original Statement") with respect to the common stock, $.01
par value of Thomas Edison Inns, Inc., a Michigan corporation (the
"Issuer"). Item 2 and Item 4 of the Original Statement are hereby amended
as set forth below.
Item 2. Identity and Background.
Item 2 is amended by adding the following information:
(d) Gerard Belisle, Jr. Mr. Belisle's business address is 40 Pearl
Street, N.W., Suite 430, Grand Rapids, MI 49503. Mr. Belisle is currently
a Vice President of Meritage. During the last five years, Mr. Belisle has
not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, become subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws. Mr. Belisle is a citizen of the United States.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following information:
On December 14, 1995, a meeting of the board of directors of the
Issuer was held. The actions listed below were taken by the board at the
meeting.
(a) Mr. Robert E. Schermer, Sr., was elected chairman of the board of
directors. Mr. Donald W. Reynolds was removed as chairman of the board, but
remains a director of the Issuer.
(b) All existing officers of the Issuer were removed from their
offices. Mr. Reynolds was removed from the positions of President,
Treasurer, Secretary and all other positions he held with the Issuer. Mr.
David C. Distad was removed from the positions of Vice President and Chief
Financial Officer.
(c) The following new officers of the Issuer were appointed:
Christopher B. Hewett President and Chief Executive Officer
Robert E. Schermer, Jr., Executive Vice President and Secretary
Mr. Belisle, Jr.Vice President and Treasurer
Mr. Hewett, Mr. Schermer, Jr., and Mr. Belisle are also officers of
Meritage. See Item 2.
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(d) The following are to be elected to the board of directors of each
of the Issuer's 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):
Mr. Hewett
Mr. Schermer, Jr.
Mr. Schermer, Sr.
(e) A standing Executive Committee consisting of Mr. Hewett, Mr.
Schermer, Jr., and Mr. Schermer, Sr., was established.
(f) A standing Audit Committee consisting of Mr. Joseph L. Maggini,
Mr. Joseph P. Michael and Mr. Raymond A. Weigel III was established.
(g) A standing Compensation Committee consisting of Mr. Maggini and
Mr. Schermer, Sr., was established.
(h) A standing Nominating Committee consisting of Mr. Hewett, Mr.
Schermer, Sr., and Mr. Weigel was established.
(i) A special Stock Purchase Agreement Committee consisting of Mr.
Maggini, Mr. Michael and Mr. Weigel was established and charged with
evaluating, in consultation with legal counsel to the Stock Purchase
Agreement Committee, the Issuer's rights and obligations to all parties
under the Stock Purchase Agreement, and to develop recommendations to the
full board with regard to the foregoing.
(j) The Management Agreement among Innkeepers Management Company, a
Michigan corporation, and the Issuer and its subsidiaries was terminated.
(k) The board authorized the President to file a Certificate of Change
of Registered Office and/or Change of Resident Agent on behalf of the
Issuer. The board also amended Article IX sec. 1 of the Bylaws of the
Issuer to require that the registered office be in the City of Grand Rapids,
Kent County, Michigan or at such other place as the board may designate.
(l) The board reaffirmed the engagement between the Issuer and Roney
& Co. regarding the rendering of an opinion by Roney & Co. of the fairness
from a financial point of view of the Stock Purchase Agreement.
(m) The board resolved that the Issuer file a proxy statement with the
United States Securities and Exchange Commission at the earliest possible
date to enable the Company to solicit consents from its shareholders to the
consummation by the Issuer of the transactions provided for in the Stock
Purchase Agreement upon (i) receipt by the Issuer of a fairness opinion
satisfactory to the board, (ii) the performance by Meritage of its
obligations to the Issuer under the Stock Purchase Agreement, and (iii) upon
such other terms and conditions as the President, in consultation with the
Stock Purchase Agreement Committee, determine to be in the Issuer's best
interest.
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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 14, 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
