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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. 6 )*
BUCKHEAD AMERICA CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01
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(TITLE OF CLASS OF SECURITIES)
11835A-10-5
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(CUSIP NUMBER)
Azim P. Kassam, Hotel-Motel Management Corporation, 3845 N. Desert Drive, Suite
106, Building 2, East Point, Georgia 30344
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 26, 1997 (original filing 12/21/94)
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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(b)(3) or (4), 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 the
disclosures provided in a prior cover page.
The information required in 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).
(continued on following pages)
(Page 1 of 5 Pages)
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CUSIP NO. 11835A-10-5 SCHEDULE 13D PAGE 2 OF 5 PAGES
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Hotel-Motel Management Corporation
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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*
WCOO
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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
Florida
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(7) Sole Voting Power
Number of 176,000
Shares ----------------------------------------------------
Beneficially (8) Shared Voting Power
Owned By N/A
Each ----------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 176,000
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(10) Shared Dispositive Power
N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
176,000
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
9.9%
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(14) Type of Reporting Person*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 ("Common
Stock") of Buckhead America Corporation, a Delaware corporation ("Buckhead").
The principal executive offices of Buckhead are located at 4243 Dunwoody Club
Drive, Suite 200, Dunwoody, Georgia 30350.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Hotel-Motel Management Corporation, a
Florida corporation, ("H-M") having its principal business and executive
offices at 3485 N. Desert Drive, Suite 106, Building 2, East Point, Georgia
30344.
H-M is principally engaged in the management of hotels and motels for
related companies and the management of real estate.
H-M is a wholly owned subsidiary of P.H.K. Investments, Inc., a
Canadian corporation ("PHK") having its principal business and executive
offices at 53 Briarscross Blvd., Agincourt, Ontario MIS 3K6. PHK is the parent
company of H-M and Cassland Corporation ("Cassland"), a Georgia corporation,
which owns hotels and motels in the United States.
The executive officers of PHK, H-M and Cassland and the sole
shareholders of PHK (each owning 50% of the outstanding capital stock of PHK)
are:
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation Citizenship
- ------------------------- -------------------- -----------
<S> <C> <C>
Azim P. Kassam President and Director Canada
3485 N. Desert Drive of PHK, Cassland and H-M.
Suite 106, Building 2
East Point, GA 30344
Pyarali H. Kassam Chairman and Director Canada
53 Briarscross Blvd. of PHK, Cassland and H-M.
Agincourt, Ontario MIS 3K6
</TABLE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of August 12, 1996 H-M owned 180,000 shares of Common Stock. Commencing
September 13, 1996 through November 26, 1996, H-M has purchased an additional
30,200 shres of Common Stock for an aggregate consideration of $181,585. The
purchase of the additional Common Stock was made from borrowed funds. To secure
outstanding short-term loans, shares of the Common Stock have been pledged to
the following lenders to secure the amount set opposite their name:
Liberty Resources $180,000
Alex Brown & Sons $250,000
Robinson-Humphrey $ 60,000
In March 1997, H-M sold 34,200 shares of Common Stock. H-M now owns 176,000
shares of Common Stock. The Common Stock was purchased or sold from time to
time in transactions in the NASDAQ market.
ITEM 4. PURPOSE OF TRANSACTION.
H-M has acquired the Common Stock for purposes of investment, and has
no current plan to acquire control of Buckhead, although it intends to acquire
additional shares of Common Stock
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from time to time for investment purposes through purchases in the NASDAQ
market and/or in privately negotiated transactions. H-M does not intend to
participate in the management of Buckhead but expects to exercise its rights as
a shareholder in Buckhead in a manner consistent with its equity interest. H-M
has no plans or proposals that relate to, or would result in, (a) the
disposition of the Common Stock of Buckhead; (b) an extraordinary corporate
transaction involving Buckhead or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of Buckhead or any of its subsidiaries;
(d) a change in the present board of directors or management of Buckhead; (e) a
material change in the present capitalization or dividend policy of Buckhead;
(f) a material change in Buckhead's business or corporate structure; (g) a
change in the charter or by-laws of Buckhead or other action that may impede
the acquisition or control of Buckhead by any person; (h) a class of securities
of Buckhead being delisted from a national securities exchange or ceasing 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 Buckhead
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
H-M now owns 176,000 shares of Common Stock of Buckhead which
represents 9.9% of the shares of Common Stock outstanding based on the shares
reported as outstanding as reported on Form 10-QSB for the quarterly period
ended September 30, 1996. These shares are beneficially owned by H-M which has
the sole power to vote and to direct the vote and the sole power to dispose and
direct the disposition of the shares of Common Stock.
Since August 12, 1996, H-M has purchased the following number of
shares of Common Stock of Buckhead:
<TABLE>
<CAPTION>
Date of No. of Shares
Transaction Purchased Price per Share
- ----------- ------------- ---------------
<S> <C> <C>
9/13/96 2,500 $5.875
9/18/96 2,500 5.875
10/24/96 5,000 5.875
10/25/96 2,000 6.375
10/30/96 1,500 6.250
11/05/96 2,000 6.000
11/19/96 3,000 5.875
11/21/96 3,000 6.125
11/26/96 3,700 6.250
</TABLE>
All purchases were made in the NASDAQ market through a broker.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
PHK, Cassland, H-M and their directors and executive officers do not
have and have not had any contract, arrangement, understanding or relationship
with any person named in items 2, and between such persons and any person, with
respect to any securities of Buckhead, including but not limited to transfer or
voting of any 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. MATERIALS TO BE FILED AS EXHIBITS.
None.
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.
HOTEL-MOTEL MANAGEMENT
CORPORATION
By: /s/ Ugo F. Ippolito
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Ugo F. Ippolito, Attorney-in-fact
April 8, 1997
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