<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
BUCKHEAD AMERICA CORPORATION
----------------------------
(NAME OF ISSUER)
COMMON STOCK PAR VALUE $.01
---------------------------
(TITLE OF CLASS OF SECURITIES)
11835A-10-5
-----------
(CUSIP NUMBER)
Azim P. Kassam, Hotel-Motel Management Corporation, 3845 N. Desert Drive,
Suite 106, Building 2, East Point, Georgia 30344
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
April 29, 1999 (original filing 12/21/94)
- --------------------------------------------------------------------------------
(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)
<PAGE> 2
CUSIP NO. 11835A-10-5 SCHEDULE 13D PAGE 2 OF 5 PAGES
------------- --- ---
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Hotel-Motel Management Corporation
-----------------------------------------------------------------------
(2) Check the Appropriate box if a Member of a Group* (A) [ ]
(B) [ ]
-----------------------------------------------------------------------
(3) SEC use Only
-----------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WCOO
-----------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------
(6) Citizenship or Place of Organization
Florida
-----------------------------------------------------------------------
(7) Sole Voting Power
229,700
Number of -----------------------------------------------------
Shares
Beneficially (8) Shared Voting Power
Owned By N/A
Each -----------------------------------------------------
Reporting
Person With (9) Sole Dispositive Power
229,700
-----------------------------------------------------
(10) Shared Dispositive Power
N/A
-----------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
229,700
-----------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ]
-----------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 11835A-10-5 SCHEDULE 13D PAGE 3 OF 5 PAGES
------------- --- ---
(13) Percent of Class Represented by Amount in Row (11)
11.8%
-----------------------------------------------------------------------
(14) Type of Reporting Person*
CO
-----------------------------------------------------------------------
* 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.
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
</TABLE>
<PAGE> 4
CUSIP NO. 11835A-10-5 SCHEDULE 13D PAGE 4 OF 5 PAGES
------------- --- ---
ITEM 3. Source and Amount of Funds or Other Consideration.
On April 29 and May 3, 1999, H-M purchased 6,000 shares and 30,000
shares, respectively, of Common Stock. To secure outstanding short term loans,
the shares of the Common Stock have been pledged to secure outstanding loans in
the principal amount of $600,000.
ITEM 4. Purpose of Transaction.
H-M has acquired the Common Stock from time to time for purposes of
investment, and has no current plan to acquire control of Buckhead, although it
may acquire additional shares of Common Stock 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 229,700 shares of Common Stock of Buckhead which
represents 11.8% of the shares of Common Stock outstanding based on the shares
reported as outstanding as reported on Form 10-KSB for the fiscal year ended
December 31, 1998. 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.
<PAGE> 5
CUSIP NO. 11835A-10-5 SCHEDULE 13D PAGE 5 OF 5 PAGES
------------- --- ---
During the past 60 days, H-M has purchased and sold the following
number of shares of Common Stock of Buckhead:
<TABLE>
<CAPTION>
Date of
Transaction Transaction No. of Shares Price per Share
- ----------- ----------- ------------- ---------------
<S> <C> <C> <C>
4/29/99 Purchase 6,000 5.25
5/3/99 Purchase 30,000 4.75
</TABLE>
All sales were made in the NASDAQ market through a broker.
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/
---------------------------------
Azim P. Kassam,
President
May 13, 1999
