UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
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)
Christopher B. Hewett, President
Meritage Hospitality Group Incorporated 40 Pearl Street, N.W., Suite 900
Grand Rapids, MI 49503
(616) 776-2600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 26, 1996
(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).
<PAGE>
SCHEDULE 13D
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 1,550,000
Shares 8 Shared Voting Power
Beneficially
Owned By -0-
Each 9 Sole Dispositive Power
Reporting
Person 1,550,000
With 10 Shared Dispositive Power
-0-
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,550,000
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares
13 Percent Of Class Represented By Amount In Row (11)
51.3%
14 Type Of Reporting Person
CO
<PAGE>
SCHEDULE 13D
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 1,550,000
Each
9 Sole Dispositive Power
Reporting
Person 3,000
With
10 Shared Dispositive Power
1,550,000
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,553,000
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares
13 Percent Of Class Represented By Amount In Row (11)
51.4%
14 Type Of Reporting Person
IN
<PAGE>
SCHEDULE 13D
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 1,550,000
Each
9 Sole Dispositive Power
Reporting
Person 100
With
10 Shared Dispositive Power
1,550,000
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,550,100
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares
13 Percent Of Class Represented By Amount In Row (11)
51.3%
14 Type Of Reporting Person
IN
<PAGE>
This is the fifth amendment to a statement on Schedule 13D
originally filed on September 29, 1995, and amended on December 12, 1995,
December 14, 1995, December 15, 1995, and February 3, 1996 (the "Original
Statement") with respect to the common stock (the "Common Stock"), $.01 par
value of Thomas Edison Inns, Inc., a Michigan corporation (the "Issuer").
Item 6 of the Original Statement is amended as set forth below.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Items 6 is amended as follows:
On February 26, 1996, Meritage Hospitality Group Incorporated
("Meritage") granted a security interest in all of its shares of Common
Stock (the "Stock") to Great American Life Insurance Company, an Ohio
corporation ("GALIC"), to secure (i) performance of the Loan Agreement
between GALIC, the Issuer and the Issuer's subsidiaries (the "Loan
Agreement"), and (ii) payment of a Promissory Note in the face amount of
$3,000,000 payable by the Issuer to GALIC (the "Loan"). Upon the
declaration of a default under the Loan Agreement or the Loan, GALIC would
acquire the right to sell, foreclose on or otherwise cause the transfer of
the Stock. Prior to any such transfer of the Stock, Meritage retains all
power to vote the Stock. Meritage is entitled to release of the security
interest upon the payment in full of the Loan or upon the completion of a
public offering by the Issuer in which the Issuer receives not less than
$5,000,000.
<PAGE>
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: March 4, 1995
MERITAGE HOSPITALITY GROUP INCORPORATED
/s/Christopher B. Hewett
- ---------------------------
Christopher B. Hewett
President
/s/Christopher B. Hewett
- ---------------------------
Christopher B. Hewett
Individually
/s/Robert E. Schermer, Jr.
- ----------------------------
Robert E. Schermer, Jr.
Individually
