<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
filed by
James M. Clark, Jr.
and
Susanna L. Porter
Under the Securities Exchange Act of 1934
JOHN Q. HAMMONS HOTELS, INC.
(Name of Issuer)
Class A - Common Stock, Par Value $.001 per share
(Title of Class of Securities)
408623106
(CUSIP Number)
JAMES M. CLARK, JR.
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 25, 1998
(Date of Event which Required Filing of this Statement)
<PAGE> 2
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 [ ].
Check the following box if a fee is paid with the statement [ ]. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* 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 the provisions of the Act (however, see the Notes).
<PAGE> 3
SCHEDULE 13D
- ------------------- ---------------------------
CUSIP NO. 408623106 Page of Pages
-------- --------
- ------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susanna L. Porter
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER Susanna L. Porter has sole voting power
NUMBER OF with respect to 7,050 shares as more fully set forth herein
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares
EACH REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 7,050 shares as more fully set forth herein
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,050 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Individual
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
- ------------------- ---------------------------
CUSIP NO. 408623106 Page of Pages
-------- --------
- ------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James M. Clark, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER James M. Clark, Jr. has sole voting power
NUMBER OF with respect to 325,000 shares
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER James M. Clark, Jr. has shared voting
OWNED BY power with respect to 44,300 shares as more fully set forth
EACH REPORTING herein
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
325,000 shares
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
44,300 shares as more fully set forth herein
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.54%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Individual
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
PRELIMINARY NOTE
This Statement on Schedule 13D (the "Statement") is being filed
because the filing persons may be deemed to be members of a group comprised of
James M. Clark, Jr. and Susanna L. Porter, which group may be deemed to be the
beneficial owner in the aggregate of in excess of 5% of the Class A - Common
Stock of John Q. Hammons Hotels, Inc. However, the filing of this Statement
should not be deemed an admission that the parties referenced above comprise a
group within the meaning of Section 13(d)(3) of the Securities and Exchange Act
of 1934, as amended (the"Act").
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Class A - Common Stock, $0.01 par value
(the "Common Stock"), of John Q. Hammons Hotels, Inc. (the "Company"), which, to
the best knowledge of the persons filing this Statement, is a company organized
under the laws of Delaware, with its principal executive offices located at 300
John Q. Hammons Parkway, Springfield, MO 65806.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Statement are James M. Clark, Jr. and his
wife, Susanna L. Porter.
(b) The business address of James M. Clark, Jr. is 52 Vanderbilt
Avenue, New York, New York 10017. The business address of Susanna L. Porter is
201 East 50th Street, New York, NY 10022.
(c) Mr. Clark is a private investor and serves as Trustee for various
family trusts as set forth more fully herein.
Ms. Porter's principal occupation is Senior Editor at Random House,
Inc., New York, NY.
(d) Neither Mr. Clark nor Ms. Porter has, during the last five years,
been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) Neither Mr. Clark nor Ms. Porter has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding he or she 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 violations with respect thereto.
(f) Mr. Clark and Ms. Porter are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
James M. Clark, Jr. purchased 335,000 shares of Common Stock for an
aggregate purchase price of $ 2,721,836, including brokerage commissions. Such
shares were purchased in open market transactions using personal funds.
Susanna L. Porter purchased 7,050 shares of Common Stock for an
aggregate purchase price of $57,612, including brokerage commissions. Such
shares were purchased in open market transactions using personal funds.
<PAGE> 6
ITEM 4. PURPOSE OF TRANSACTION
Mr. Clark and Ms. Porter have acquired the shares of Common Stock owned
by them, respectively, for investment purposes and for none of the reasons
enumerated in Item 4 of Schedule 13D, except that either or both of them may
acquire additional shares, or may dispose of shares of Common Stock from time to
time, depending on price, market conditions, and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, James M. Clark, Jr. may be deemed to be the
direct beneficial owner of an aggregate of 335,000 shares of Common Stock, which
constitutes approximately 5.54% of the 6,042,000 shares of Common Stock which
the filing person believes to be the total number of shares of Common Stock
outstanding. In addition 2,400 shares of Common Stock are beneficially owned for
a charitable foundation of which Mr. Clark is President, which constitutes
approximately 0.04% of the 6,042,000 shares of Common Stock outstanding.
Additionally, 40,900 shares of Common Stock are beneficially owned by various
family trusts of which Mr. Clark serves as a trustee, which constitutes
approximately 0.68% of the 6,042,000 shares of Common Stock outstanding.
Mr. Clark may be deemed to be a beneficial owner of an aggregate of
378,300 shares of Common Stock, which constitutes 6.26% of 6,042,000 shares of
Common Stock which the filing person believes to be the total number of shares
outstanding.
As of the date hereof, Susanna L. Porter may be deemed to be the
beneficial owner of 7,050 shares of Common Stock, which constitutes
approximately 0.12% of the 6,042,000 shares of Common Stock which the filing
person believes to be the total number of shares outstanding. Of these 7,050
shares of Common Stock, 5,500 shares are beneficially owned directly by Susanna
L. Porter and 1,550 shares are indirectly beneficially owned by two minor
children for whom Ms. Porter acts as custodian, one of whom is a child of Mr.
Clark and Ms. Porter.
(b) James M. Clark, Jr. has sole power to vote and sole power to
dispose of 325,000 shares of Common Stock. In addition, Mr. Clark has shared
power to vote and shared power to dispose of 53,400 shares of Common Stock.
Susanna L. Porter has sole power to vote and sole power to dispose of
7,050 shares of Common Stock.
(c) During the sixty-day period ended as of the date hereof, each of
the filing persons has purchased shares of Common Stock as follows:
<TABLE>
<CAPTION>
Filing Person Date # of Shares Purchased Price per Share
<S> <C> <C> <C>
James M. Clark, Jr. 03/18/98 30,000 $7.75
James M. Clark, Jr. 03/25/98 84,750 $7.875
James M. Clark, Jr. 03/26/98 6,250 $7.875
Susanna L. Porter 03/25/98 1,300 $7.875
</TABLE>
<PAGE> 7
(d) No other person has the right to receive or the power to direct the
receipt of the dividends from, or the proceeds from the sale of, the shares of
Common Stock owned by each filing person, except that each family trust for
which Mr. Clark acts as trustee has one or more additional co-trustee, which may
have the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock owned by each trust, respectively.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise described herein, none of the persons or accounts
listed in this filing has any contract, arrangement, understanding or
relationship with respect to any securities of the Issuer.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS:
None
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the parties hereby certify that the information set forth in this Statement is
true, complete and correct.
/s/ James M. Clark, Jr.
-----------------------------
James M. Clark, Jr.
/s/ Susanna L. Porter
------------------------------
Susanna L. Porter
Dated: MARCH 31, 1998
