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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __ )*
JAMESON INNS, INC.
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(Name of Issuer)
9.25% SERIES A CUMULATIVE PREFERRED STOCK, $1.00 PAR VALUE PER SHARE
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(Title of Class of Securities)
470457 20 1
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(CUSIP Number)
THOMAS W. KITCHIN
8 PERIMETER CENTER EAST, SUITE 8050
ATLANTA, GEORGIA 30346-1603
(770) 901-9020
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 2, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 250.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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).
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SCHEDULE 13D
CUSIP NO. 470457 20 1 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMESON RESIDENTIAL DEVELOPMENT COMPANY, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
GEORGIA
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7 SOLE VOTING POWER
NUMBER OF 72,727
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SHARES
BENEFICIALLY 8 SHARED VOTING POWER
-0-
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OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
72,727
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,727
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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)
5.7%
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP NO. 470457 20 1 PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS W. KITCHIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
NUMBER OF 72,727
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SHARES
BENEFICIALLY 8 SHARED VOTING POWER
-0-
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OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
72,727
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,727
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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)
5.7%
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14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 470457 20 1 PAGE 4 OF 8 PAGES
The information contained in this Schedule 13D is as of the date
hereof, unless otherwise expressly provided herein.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the 9.25% Series A Cumulative Preferred
Stock, $1.00, par value per share ("Preferred Stock"), of Jameson Inns, Inc., a
Georgia corporation ("Jameson"). The principal executive offices of Jameson are
located at 8 Perimeter Center East, Suite 8050, Atlanta, Georgia 30346-1603.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by Jameson Residential
Development Company, L.L.C., a Georgia limited liability company ("Jameson
Residential"), and Thomas W. Kitchin ("Kitchin") who with his wife owns all the
membership interests in Jameson Residential. Jameson Residential and Kitchin
are sometimes referred to herein as the "Reporting Persons."
(b) The business address of each of Jameson Residential and
Kitchin is 8 Perimeter Center East, Suite 8050, Atlanta, Georgia 30346-1603.
(c) The principal business of Jameson Residential is the
construction of high end or upscale, luxury residential homes. Kitchin is the
Chief Executive Officer and Chairman of the Board of Directors of Jameson.
(d) and (e) None of the Reporting Persons has, during the last
five years, been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is 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) Jameson Residential is organized under the laws of Georgia.
Kitchin is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 2, 1999, Jameson Outdoor Advertising Company, a Georgia
corporation and wholly-owned subsidiary of Jameson ("Jameson Advertising"),
acquired the outdoor advertising assets in the form of billboards and other
related assets from Jameson Hospitality, LLC, a Georgia limited liability
company ("Jameson Hospitality), which is owned by Kitchin and his wife. The
acquisition was completed pursuant to an Asset Purchase Agreement, dated as of
April 2, 1999, among Jameson Advertising, Jameson and Jameson Hospitality. As
consideration for the outdoor advertising assets, Jameson Hospitality received
72,727 shares of Preferred Stock and $400,000 in cash and Jameson Advertising
assumed certain of its
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SCHEDULE 13D
CUSIP NO. 470457 20 1 PAGE 5 OF 8 PAGES
liabilities. On December 30, 1999, Jameson Hospitality transferred its
ownership in all 72,727 shares of Preferred Stock to Jameson Residential.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the securities herein reported for
investment purposes. Depending on market conditions, general economic
conditions and other factors that each Reporting Person may deem significant to
its respective investment decisions, any of the Reporting Persons may purchase
shares of Preferred Stock in the open market or in private transactions or may
dispose of all or a portion of the shares of Preferred Stock that they or any
of them may acquire. None of the Reporting Persons has any present plans or
proposals which relate to or would result in (a) the acquisition by any person
of additional securities of Jameson or the disposition of securities of
Jameson; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Jameson or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of Jameson or any of its
subsidiaries; (d) any change in the present board of directors or management of
Jameson, 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 Jameson; (f) any
other material change to Jameson's business or corporate structure; (g) changes
in Jameson's charter or bylaws or other actions which may impede the
acquisition of control of Jameson by any person; (h) the Preferred Stock or any
other class of securities of Jameson to be delisted from the Nasdaq National
Market; (i) the Preferred Stock or any other class of equity securities of
Jameson becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any
action similar to any of those enumerated above.
None of the Reporting Persons is bound to increase or decrease its or
his holdings of Preferred Stock. Depending upon future developments, the
Reporting Persons may, in their discretion, develop plans at any time or from
time to time which could relate to or result in one or more of the actions or
events described above. The Reporting Persons reserve the right to act with
respect to their holdings as they deem in their own best interest.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Jameson Residential is the record and beneficial owner of
72,727 shares of Preferred Stock which represents 5.7% of the outstanding
shares of Preferred Stock. Such Reporting Person has the sole power to vote and
dispose of such shares. Kitchin, who with his wife owns all the membership
interests in Jameson Residential, is the beneficial owner of 72,727 shares of
Preferred Stock which represents 5.7% of the outstanding shares of Preferred
Stock. Kitchin has the sole power to vote and dispose of such 72,727 shares.
(c) The Reporting Persons have not effected any transactions in
the Preferred Stock during the past 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares described in this Item 5.
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SCHEDULE 13D
CUSIP NO. 470457 20 1 PAGE 6 OF 8 PAGES
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) between the Reporting Person and any person with respect
to any securities of Jameson, including, but not limited to, transfer or voting
of any of such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Joint Filing Agreement, dated as of April 6, 2000, by and
among the Reporting Persons (pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934).
* * * * * * * * * * *
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SCHEDULE 13D
CUSIP NO. 470457 20 1 PAGE 7 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Jameson Residential Development Company, L.L.C.
April 6, 2000 By: /s/ Thomas W. Kitchin
Date -------------------------------------------
Signature
Thomas W. Kitchin, President
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Name\Title
April 6, 2000 /s/ Thomas W. Kitchin
Date -------------------------------------------
Signature
Thomas W. Kitchin
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Name\Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than the executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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SCHEDULE 13D
CUSIP NO. 470457 20 1 PAGE 8 OF 8 PAGES
EXHIBIT INDEX
Exhibit A - Joint Filing Agreement, dated as of April 6, 2000, by
and among the Reporting Persons (pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934).
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EXHIBIT A
AGREEMENT MADE PURSUANT TO RULE 13D-1(K)(1)(III)
JOINT FILING AGREEMENT
This Joint Filing Agreement (this "Agreement") is made and entered
into as of the 6th day of April, 2000, by and among the undersigned parties.
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of
them of a statement on Schedule 13D (including amendments thereto) with respect
to the preferred stock of Jameson Inns, Inc., a Georgia corporation, and
further agree that this Agreement be included as an exhibit to such joint
filing (including amendments thereto).
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
Jameson Residential Development Company, L.L.C.
By: /s/ Thomas W. Kitchin
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Thomas W. Kitchin, Manager
/s/ Thomas W. Kitchin
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Thomas W. Kitchin
