UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-
1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(Amendment No. 10) *
Meritage Hospitality Group Inc., a Michigan corporation
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(Name of issuer)
Common Shares, $.01 par value
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(Title of class of securities)
59000K 10 1
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(CUSIP number)
Christopher B. Hewett
President
Meritage Capital Corp.
40 Pearl Street, N.W., Suite 900
Grand Rapids, Michigan 49503
(616) 776-2600
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(Name, address and telephone number of person authorized to
receive notices and communications)
NOVEMBER 16, 1998
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(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(e) 13d-1(f) or 13d-1(g), check the following box
[ ].
*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 6 Pages
<PAGE>
CUSIP NO. 59000K 10 1 SCHEDULE 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meritage Capital Corp.
65-0457574
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,392,858
PERSON WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,392,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,392,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 59000K 10 1 SCHEDULE 13D Page 3 of 6 Pages
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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
250,739
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,392,858
PERSON WITH
9 SOLE DISPOSITIVE POWER
250,739
10 SHARED DISPOSITIVE POWER
1,392,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,643,597
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 59000K 10 1 SCHEDULE 13D Page 4 of 6 Pages
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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
184,243
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING -0-
PERSON WITH
9 SOLE DISPOSITIVE POWER
184,243
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,243
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Schedule 13D as previously filed is amended in Items 3 through 5 by adding
the material below.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 5(c) below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See pages 2, 3 and 4, nos. 11 and 13.
(b) See pages 2, 3 and 4, nos. 7-10.
(c) On October 16, 1998, Mr. Schermer used personal funds to acquire 500
of the Issuer's common shares at a price of $1.0625 per share. On
October 16, 1998, Mr. Schermer used personal funds to acquire 500 of
the Issuer's common shares for his minor children at a price of
$1.1875 per share. On October 22, 1998, Mr. Schermer used personal
funds to acquire 500 of the Issuer's common shares at a price of $1.25
per share. All transactions were market transactions.
On December 1, 1998, options for 9,000 common shares granted to Mr.
Schermer pursuant to the 1996 Management Equity Incentive Plan will
become exercisable. However, because the option exercise price is
greater than the current market price, these options currently have no
value. Because of Mr. Hewett's resignation at President and Chief
Executive Officer on October 6, 1998, Mr. Hewett is no longer eligible
for options pursuant to the 1996 Management Equity Incentive Plan. Mr.
Hewett chose not to exercise any options that had previously vested
under the 1996 Management Equity Incentive Plan. On October 7, 1998,
options for 5,000 common shares granted to Mr. Hewett pursuant to the
1996 Directors' Share Option Plan became exercisable. The option
exercise price is $1.33 per share.
On November 6, 1998, Meritage Capital Corp. ("MCC") transferred 51,509
of the Issuer's common shares owned by MCC to Robert E. Schermer, Sr.,
at a price of $1.4685 per share, as full payment of an obligation owed
by MCC to Mr. Schermer, Sr. On November 16, 1998, MCC sold, in a
private transaction, 106,933 of the Issuer's common shares owned by
MCC to Mr. Schermer, Sr. at a price of $1.375 per share.
In connection with these transactions, beneficial ownership in the
Issuer is as follows: Meritage Capital Corp. - 24.3%; Mr. Hewett -
28.6%; and Mr. Schermer - 3.2%.
(d) None.
(e) Not applicable.
Page 5 of 6 Pages
<PAGE>
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: November 19, 1998 MERITAGE CAPITAL CORP.
By: /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
Page 6 of 6 Pages
