<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
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 900
Grand Rapids, MI 49503
(616) 776-2600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 25, 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 fourth amendment to a statement on Schedule 13D originally
filed on September 29, 1995, and amended on December 12, 1995, December 14,
1995, and December 15, 1995, (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 2, Item 3, Item 4, Item 5 and Item
6 of the Original Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended as follows:
The address of Meritage Hospitality Group Incorported's ("Meritage")
principal business and office is 40 Pearl Street, N.W., Suite 900, Grand
Rapids, MI 49503.
The business addresses of Christopher B. Hewett, Robert E. Schermer,
Jr., and Gerard Belisle, Jr., are 40 Pearl Street, N.W., Suite 900, Grand
Rapids, MI 49503.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Issuer and Meritage agreed to amend the Stock Pledge Agreement
dated September 19, 1995, between the Issuer and Meritage to obligate Meritage
to use all cash dividends paid to Meritage with respect to the 1,500,000 shares
of stock covered by the Stock Pledge Agreement to pay the indebtedness
evidenced by Meritage's Secured Promissory Note to the Issuer dated September
19, 1995.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
On January 12, 1996, the Issuer's Board resolved that, in lieu of the
shareholders meeting contemplated by the Stock Purchase and Sale Agreement
dated September 19, 1995, among the Issuer, Meritage, Donald W. Reynolds and
Innkeepers Management Company (the "Stock Purchase Agreement"), a shareholders
meeting would be held at which time the shareholders other than Meritage would
(unless the 870,248 shares of stock held by TEI Acquisition, Inc., had the
power to vote in such election) have the sole power to vote in the election of
five of the ten directors to be elected at such meeting. The Board also
resolved to waive Section 8.1 of the Stock Purchase Agreement (which required
the Board's consent for Meritage to take action as a shareholder to cause a
material change to the Issuer) in order to allow Meritage to elect 5 directors
immediately.
<PAGE>
On January 25, 1996, the size of the Issuer's Board was expanded to ten
directors and five nominees of Meritage were appointed to the Board:
Christopher B. Hewett, David S. Lundeen, Joseph L. Maggini, Robert E. Schermer,
Sr., and Robert E. Schermer, Jr. The Issuer's Bylaws were amended to classify
the directors into 2 classes (Class 1 being comprised of the five Meritage
nominees and Class 2 being comprised of the incumbent five directors) who will
serve until the 1996 annual meeting of shareholders. The term of office of the
Class 1 directors elected at the 1996 annual meeting of shareholders will
expire at the 1997 annual meeting of shareholders. The term of office of the
Class 1 directors elected as such at the 1997 annual meeting of shareholders
and thereafter will expire at the second annual meeting of shareholders
following their election. The term of office of the Class 2 directors elected
as such at the 1996 annual meeting of shareholders and thereafter shall expire
at the second annual meeting of shareholders following their election. The
Bylaws were also amended to provide that prior to the 1998 annual meeting of
shareholders, Meritage will not have the right to vote the shares of the
Issuer's common stock that Meritage owns as of January 25, 1996 (the "Meritage
Block") for the election or removal of the Class 2 directors unless (i) the
Issuer determines (or a court of competent jurisdiction orders) that the
870,248 shares of the Issuer's common stock acquired by TEI Acquisition, Inc.,
directly or indirectly from Reynolds has voting power, or (ii) permitted by a
majority of the Class 2 directors.
On January 25, 1996, Hewett and Schermer became directors of the
Issuer. On the same day, Mr. Hewett became the President and Chief Executive
Officer of the Issuer, Mr. Schermer became the Executive Vice President and
Secretary of the Issuer, and Mr. Belisle became the Vice President and
Treasurer of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to read as follows:
(c) The only transaction in the Common Stock by Meritage, Hewett
or Schermer during the past 60 days was the sale of 4,405 shares by Meritage
on January 2, 1996. The shares were sold on the over-the-counter market for
$26,980.63 ($6.125 per share).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Items 6 is amended as follows:
As described in Item 4, above, the Issuer's Board resolved to waive
Section 8.1 of the Stock Purchase Agreement in order to allow Meritage to elect
5 directors.
<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: September 28, 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
