<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
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)
MAY 20, 1999
(Date of Event which Required Filing of this Statement)
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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).
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SCHEDULE 13D
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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/
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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 ITEMS
2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER James M. Clark, Jr. has sole voting power
NUMBER OF with respect to 519,000 shares
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER James M. Clark, Jr. has shared voting
OWNED BY power with respect to 37,900 shares as more fully set forth
EACH REPORTING herein
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
519,000 shares
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
37,900 shares as more fully set forth herein
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
519,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.95%
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14 TYPE OF REPORTING PERSON*
Individual
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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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
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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
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
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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
New York
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7 SOLE VOTING POWER Susanna L. Porter has sole voting power
NUMBER OF with respect to 11,000 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 11,000 shares as more fully set forth herein
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.19%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Individual
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PRELIMINARY NOTE
The persons filing this Amendment No. 2 are James M. Clark, Jr. and
Susanna L. Porter. This Amendment No. 2 amends a Statement on Schedule 13D filed
by James M. Clark, Jr. and Susanna L. Porter dated March 31, 1998. ( the
"Statement"). However , the filing of this Amendment No. 2 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").
This Amendment No. 2 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 Amendment No. 2, is a
company organized under the laws of Delaware, with its principal executive
offices at 300 John Q. Hammons Parkway, Springfield, MO 65806.
Other than as set forth below, to the best knowledge of the filing
persons there has been no material change in the information set forth in
response to Items 1,2,4,6 and 7 of the Statement, as amended. Accordingly, those
Items are omitted from this Amendment No. 2.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
James M. Clark, Jr. currently owns 519,000 shares of Common Stock
purchased at an aggregate price of $4,021,399 including brokerage commissions.
Such shares were purchased in open market transactions using personal funds.
Susanna L. Porter currently owns 11,000 shares of Common Stock
purchased at an aggregate price of $88,570 including brokerage commissions. Such
shares were purchased in open market transactions using personal funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, James M. Clark, Jr. may be deemed to be the
beneficial owner of an aggregate of 519,000 shares of Common Stock, which
constitutes approximately 8.95% of the 5,798,100 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 5,798,100 shares of Common Stock outstanding.
Additionally, 35,500 shares of Common Stock are beneficially owned by various
family trusts of which Mr. Clark serves as a trustee, which constitutes
approximately 0.61% of the 5,798,100 shares of Common Stock outstanding.
Mr. Clark may be deemed to be a beneficial owner of 556,900 shares of
Common Stock, which constitutes approximately 9.60% of the 5,798,100 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 11,000 shares of Common Stock, which constitutes
approximately 0.19% of the 5,798,100 shares of Common Stock which the filing
person believes to be the total number of shares of oustanding. Of these 11,000
shares of Common Stock, 7,500 shares are beneficially owned directly by Susanna
L. Porter and 3,500 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.
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(b) James M. Clark, Jr. has sole power to vote and sole power to
dispose of 519,000 shares of Common Stock. In addition, Mr. Clark has shared
power to vote and dispose of 37,900 shares of Common Stock.
Susanna L. Porter has sole power to vote and sole power to dispose of
11,000 shares of Common Stock.
(c) No transactions in Common Stock were effected by Susanna L. Porter
during the sixty-day period ended as of the date hereof. Transactions in Common
Stock effected by James M. Clark, Jr. during the sixty-day period are set forth
below:
<TABLE>
<CAPTION>
Filing No. of Shares No. of Shares Price
Person Date Purchased Sold Per Share
<S> <C> <C> <C> <C>
James M. Clark, Jr. as trustee 04/05/99 1,000 $3.78
James M. Clark, Jr. 05/20/99 20,000 $4.19
</TABLE>
(d) No other person has the right to receive or the power to direct the
receipt of 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.
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: June 1, 1999
