UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___) *
Meritage Hospitality Group Inc., a Michigan corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
59000K 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert E. Schermer, Sr.
c/o Robert W. Baird & Co. Incorporated
333 Bridge Street, N.W., Suite 1000
Grand Rapids, Michigan 49504
(616) 459-4491
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 31, 1997
- --------------------------------------------------------------------------------
(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 [ ].
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 1 of 5 Pages
<PAGE>
CUSIP NO. 59000K 10 1 Schedule 13D Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert E. Schermer, Sr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO TIME 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States, State of Michigan
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
161,390
---------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,000
OWNED BY EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
161,390
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,390
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Shares, $.01 par value per share,
of Meritage Hospitality Group Inc. ("Meritage"), a Michigan corporation.
Meritage's principal executive offices are located at 40 Pearl Street, N.W.,
Suite 900, Grand Rapids, Michigan 49503.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Robert E. Schermer, Sr.
(b) c/o Robert W. Baird & Co. Incorporated, 333 Bridge Street, N.W., Suite
1000, Grand Rapids, Michigan 49504.
(c) Mr. Schermer is Senior Vice President and Managing Director of Robert
W. Baird & Co. Incorporated, an investment banking and securities
brokerage firm. He is also Chairman of the Board of Directors of
Meritage.
(d) Mr. Schermer, during the last five years, has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr.Schermer, during the last five years, has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in Mr. Schermer being at any time 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.
(f) United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 31, 1997, Mr. Schermer became entitled to 143 newly issued Meritage
Hospitality Group Inc. Common Shares as a result of compensation due to Mr.
Schermer pursuant to the Meritage Hospitality Group Inc. Directors' Compensation
Plan. Pursuant to this Plan, directors are compensated $1,000 for each Board of
Directors Meeting attended in person. Payment is made in Meritage Common Shares
and is calculated by dividing the dollar amount of the fee by the average of the
per share Fair Market Value of the Meritage Common Shares, provided the per
share Fair Market Value of the Common Stock shall not be less than Seven Dollars
($7.00). The compensation which Mr. Schermer earned at the July 31, 1997 Board
of Directors meeting resulted in Mr. Schermer becoming a holder of over 5% of
Meritage's outstanding Common Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Schermer has acquired his present position in the Common Shares as an
investment.
From time to time, Mr. Schermer may acquire additional Common Shares of
Meritage, or dispose of such Common Shares.
Page 3 of 5 Pages
<PAGE>
Other than as set forth above, Mr. Schermer has no plans or proposals which
relate to or would result in:
(a) the acquisition by any person of additional securities of Meritage, or
the disposition of securities of Meritage;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Meritage or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of Meritage or any
of its subsidiaries;
(d) any change in the present board of directors or management of
Meritage, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of Meritage;
(f) any other material change in Meritage's business or corporate
structure;
(g) changes in Meritage's articles of incorporation or by-laws or other
action which may impede the acquisition of control of Meritage by any
person;
(h) causing a class of securities of Meritage to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; or
(i) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See page 2, nos. 11 and 13.
(b) See page 2, nos. 7, 8, 9 and 10. The 2,000 shares listed under "Shared
Voting" and "Dispositive Powers" are owned by Mr. Schermer's spouse.
(c) Acquisitions by Mr. Schermer during the last 60 days were as follows:
- On 6/16/97, Mr. Schermer acquired 143 Common Shares pursuant to
the Directors' Compensation Plan. (See Item 3 above.)
- On 7/31/97, Mr. Schermer became entitled to receive 143 Common
Shares pursuant to the Directors' Compensation Plan. (See Item 3
above.)
(d) None.
(e) Not applicable.
Page 4 of 5 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In March 1997, Meritage borrowed $750,000 from Robert E. Schermer, Sr. The
note is unsecured and requires monthly payments of interest only at prime plus
8%, provided the Company is not in default under its long-term financing with
its primary lender. Unpaid principal and accrued interest must be paid by the
later of December 31, 1997 or 91 days after the Company's long-term financing
with its primary lender is paid off.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
SIGNATURES
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: August 5, 1997 /s/ Robert E. Schermer, Sr.
--------------------------------
Robert E. Schermer, Sr.
Page 5 of 5 Pages
