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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)
Robert E. Riley
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)
DECEMBER 19, 2000
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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).
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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
Robert E. Riley (###-##-####)
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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
PF
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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
242,700
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
7,500
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
242,700
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10 SHARED DISPOSITIVE POWER
7,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,200
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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)
5.6%
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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) Robert E. Riley.
(b) c/o Meritage Hospitality Group Inc., 40 Pearl Street, N.W., Suite
900, Grand Rapids, Michigan, 49503.
(c) Mr. Riley is the President of Meritage.
(d) Mr. Riley, during the last five years, has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Riley, 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. Riley 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 acquire the 250,200 common shares
beneficially owned by Mr. Riley.
ITEM 4. PURPOSE OF TRANSACTION.
Mr.Riley acquired 250,200 common shares for investment purposes.
From time to time, Mr. Riley may acquire additional common shares, or dispose of
such common shares.
Other than as set forth above, Mr. Riley 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;
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(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;
(i) a class of equity securities of Meritage becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Riley beneficially owns 250,200 common shares. See also page
2, nos. 11 and 13.
(b) See page 2, nos. 7, 8, 9 and 10. The 7,500 shares listed under
"Shared Voting Power" and "Shared Dispositive Power" are held by
a trust for the benefit of Mr. Riley's spouse.
(c) In the past 60 days, the following transactions occurred:
- on October 23, 2000, Mr. Riley acquired 500 common shares in
a market transaction at a price of $1.938 per share;
- on October 24, 2000, Mr. Riley acquired 500 common shares in
a market transaction at a price of $1.938 per share;
- on October 25, 2000, Mr. Riley acquired 500 common shares in
a market transaction at a price of $2.125 per share;
- on October 26, 2000, Mr. Riley acquired 500 common shares in
a market transaction at a price of $2.063 per share;
- on October 31, 2000, Mr. Riley acquired 500 common shares in
a market transaction at a price of $2.063 per share;
- on November 2, 2000, Mr. Riley acquired 500 common shares in
a market transaction at a price of $2.125 per share;
- on November 3, 2000, Mr. Riley acquired 500 common shares in
a market transaction at a price of $2.125 per share;
- on November 6, 2000, Mr. Riley acquired 500 common shares in
a market transaction at a price of $1.875 per share;
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- on November 10, 2000, Mr. Riley acquired 38,000 common
shares in a market transaction at a price of $2.00 per
share;
- on November 28, 2000, a trust for the benefit of Mr. Riley's
spouse acquired 500 common shares in a market transaction at
a price of $2.00 per share;
- on November 29, 2000, a trust for the benefit of Mr. Riley's
spouse acquired 500 common shares in a market transaction at
a price of $2.00 per share, and 5,500 common shares in a
market transaction at a price of $2.125 per share; and
- on December 19, 2000, Mr. Riley acquired 200,000 common
shares from the Company in a private transaction. The
purchase was authorized by the Board of Directors in
connection with Mr. Riley's appointment as President of the
Company. The shares were priced at $2.00 per share which was
the closing market price on October 25, 2000, the date that
the Board appointed Mr. Riley as President. Because the
shares were not registered under the Securities Act of 1933,
the shares are restricted.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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: December 28, 2000 /s/ Robert E. Riley
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Robert E. Riley
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