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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. ___) *
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)
James R. Saalfeld
c/o Meritage Hospitality Group Inc.
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)
FEBRUARY 11, 1999
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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 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
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CUSIP NO. 59000K 10 1 SCHEDULE 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Saalfeld
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO TIME 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States, State of Michigan
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7 SOLE VOTING POWER
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1,413,745
NUMBER OF SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING PERSON WITH ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
20,877
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,413,745
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
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14 TYPE OF REPORTING PERSON
IN
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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) James R. Saalfeld
(b) c/o Meritage Hospitality Group Inc., 40 Pearl Street, N.W., Suite
900, Grand Rapids, Michigan 49503.
(c) Mr. Saalfeld is the Vice President, General Counsel and
Secretary of Meritage.
(d) Mr. Saalfeld, during the last five years, has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Saalfeld, 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. Saalfeld 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.
Personal funds were used to purchase 7,877 common shares owed of record
by Mr. Saalfeld. Options for 13,000 common shares which are or will become
exercisable within 60 days were acquired pursuant to Meritage's 1996 Management
Equity Incentive Plan. See Item 6 regarding the remaining common shares.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Saalfeld acquired 7,877 common shares for investment purposes. From
time to time, Mr. Saalfeld may acquire additional common shares, or dispose of
such common shares.
Options for 13,000 common shares which are or will become exercisable
within 60 days were acquired pursuant to Meritage's 1996 Management Equity
Incentive Plan.
See Item 6 regarding the remaining common shares.
Page 3 of 5 Pages
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Other than as set forth above, Mr. Saalfeld 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 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) Mr. Saalfeld (i) owns 7,877 common shares of record, (ii) holds
options for 13,000 common shares pursuant to Meritage's 1996
Management Equity Incentive Plan which are or will become
exercisable within 60 days, and (iii) holds an irrevocable proxy
to vote 1,392,868 common shares as described in Item 6 below. See
also page 2, nos. 11 and 13.
(b) See page 2, nos. 7, 8, 9 and 10.
(c) On February 11, 1999, Mr. Saalfeld obtained the right to vote
1,392,868 of the Issuer's common shares owned of record by CBH
Capital Corp. (See Item 6.)
Options for 2,000 common shares to Mr. Saalfeld, granted pursuant
to the 1996 Management Equity Incentive Plan, will become
exercisable on February 16, 1999. However, because the option
price is greater than the current market price, these options
currently have no value.
(d) None.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On February 11, 1999, a Voting Agreement and Irrevocable Proxy between
Mr. Saalfeld (on the one hand) and CBH Capital Corp. and Christopher B. Hewett
(on the other hand) became effective. Pursuant to these documents, Mr. Saalfeld
obtained the right to vote 1,392,868 of the Issuer's common shares owned of
record by CBH Capital Corp. These shares, combined with the 7,877 common shares
owned of record by Mr. Saalfeld, shall be voted in accordance with the
recommendation of the Company's Board of Directors on all matters submitted to a
vote of the Company's shareholders or, if the Board fails to make a
recommendation, as Mr. Saalfeld deems proper. These agreements were entered into
as part of a settlement agreement by and between the Issuer, CBH Capital Corp.
and Mr. Hewett. The Issuer's Board of Directors took actions to ensure that
Chapter 7A (re: business combinations) and Chapter 7B (re: control share
acquisitions) of the Michigan Business Corporation Act did not apply to the
transactions described in the Voting Agreement and Irrevocable Proxy.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Settlement Agreement dated February 8, 1999 among Meritage Hospitality
Group Inc., CBH Capital Corp. and Christopher B. Hewett with the
above-referenced Voting Agreement and Irrevocable Proxy attached as exhibits.
These documents are incorporated by reference from Amendment No. 12 to the
Schedule 13D filed on February 16, 1999 by CBH Capital Corp. and Christopher B.
Hewett.
SIGNATURES
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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: February 12, 1999 /s/ James R. Saalfeld
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James R. Saalfeld
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