MERITAGE HOSPITALITY GROUP INC /MI/
SC 13D, 1999-01-06
HOTELS & MOTELS
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                                  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. 1) *

             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)

                                DECEMBER 28, 1998
             (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 3 Pages



<PAGE>




CUSIP NO.  59000K 10 1            SCHEDULE 13D            Page 2 of 3 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

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, State of Michigan

                         7    SOLE VOTING POWER

                              180,562

NUMBER OF                8    SHARED VOTING POWER
SHARES
BENEFICIALLY                  2,000
OWNED BY EACH
REPORTING                9    SOLE DISPOSITIVE POWER
PERSON WITH
                              180,562

                         10   SHARED DISPOSITIVE POWER

                              2,000

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     182,562

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 and 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 page 2, nos. 11 and 13.

     (b)  See page 2, nos. 7, 8, 9 and 10.

     (c)  On December 1, 1998, Mr.  Schermer  acquired 358 newly issued Meritage
          Hospitality  Group Inc. common shares as a result of compensation  due
          to Mr. Schermer pursuant to the Meritage  Hospitality Group Directors'
          Compensation Plan.

     (d)  On December 28, 1998,  Mr.  Schermer  sold, in a private  transaction,
          123,900 of Meritage's  common shares owned by Mr.  Schermer at a price
          of $1.315 per share.

     (e)  The sale on December  28,  1998,  resulted  in Mr.  Schermer no longer
          holding over 5% of the Issuer's outstanding common shares.



                                   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:  January 5, 1999                         /s/ Robert E. Schermer, Sr.
                                                ---------------------------
                                                    Robert E. Schermer, Sr.




                               Page 3 of 3 Pages


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