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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. )*
HOST FUNDING, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
441072 10 5
(CUSIP Number)
Michael McNulty
Chief Executive Officer
Host Funding, Inc.
1025 Prospect Avenue
Suite 350
La Jolla, CA 92037
619-456-6070
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 22, 1996
(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 / /.
Check the following box if a fee is being paid with the statement /x/. (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.)
Note: Six copies 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. 441072 10 5 Page 2 of 9 Pages
1. Name of Reporting Person - Guy E. Hatfield
S.S. or I.R.S. Identification No. of Above Person
2. Check the Appropriate Box if a Member of a Group* (a) / /
N/A (b) / /
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 - U.S.
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7. Sole Voting Power - 0
8. Shared Voting Power - 413,737
9. Sole Dispositive Power - 0
10. Shared Dispositive Power - 413,737
11. Aggregate Amount Beneficially Owned by Each Reporting Person -
413,737
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13. Percent of Class Represented by Amount in Row (11) - 35%
14. Type of Reporting Person* - IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 441072 10 5 Page 3 of 9 Pages
1. Name of Reporting Person - Dorothy Hatfield
S.S. or I.R.S. Identification No. of Above Person
2. Check the Appropriate Box if a Member of a Group* (a) / /
N/A (b) / /
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 - U.S.
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7. Sole Voting Power - 0
8. Shared Voting Power - 413,737
9. Sole Dispositive Power - 0
10. Shared Dispositive Power - 413,737
11. Aggregate Amount Beneficially Owned by Each Reporting Person -
413,737
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13. Percent of Class Represented by Amount in Row (11) - 35%
14. Type of Reporting Person* - IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 441072 10 5 Page 4 of 9 Pages
1. Name of Reporting Person - All American Group, Ltd.
S.S. or I.R.S. Identification No. of Above Person
2. Check the Appropriate Box if a Member of a Group* (a) / /
N/A (b) / /
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 - Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7. Sole Voting Power - 0
8. Shared Voting Power - 60,000
9. Sole Dispositive Power - 0
10. Shared Dispositive Power - 60,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
60,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13. Percent of Class Represented by Amount in Row (11) - 5%
14. Type of Reporting Person* - PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
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Page 5 of 9 Pages
ITEM 1 SECURITY AND ISSUER
On April 17, 1996, Host Funding, Inc., a Maryland corporation (the
"Issuer" or the "Company") completed its initial public offering (the "Public
Offering") in which the Company sold 500,000 shares of its Class A Common Stock.
Prior to the Public Offering, Mr. Guy E. Hatfield, Mrs. Dorothy Hatfield and All
American Group, Ltd. (the "Hatfield Affiliates") owned 100 shares of the
Company's initial common stock (the "Initial Shares") representing 100% of the
Company's securities. Upon the closing of the Public Offering on April 22, 1996,
the Hatfield Affiliates exchanged (the "Hatfield Exchange") the Initial Shares
for 410,000 shares of Class A Common Stock, 140,000 shares of Class B Common
Stock, and 140,000 shares of Class C Common Stock.
The Class B Common Stock is convertible into Class A Common Stock upon
the payment of dividends to the holders of the Class B Common Stock for a period
of thirty six (36) consecutive months. The Class C Common Stock is convertible
into the Class A Common Stock beginning on January 1, 1997. Therefore, the Class
B and Class C Common Stock is not included in the number of shares of Class A
Common Stock included in this Schedule 13D.
Also on April 22, 1996, the Company acquired the Mission Bay Super 8
hotel (the "Mission Bay Acquisition") from Mission Bay Super 8, Ltd., a
California limited partnership. Mr. and Mrs. Hatfield received 3,737 shares of
the Company's Class A Common Stock in the Mission Bay Acquisition.
The name and address of the principal executive office of the Company
are set forth below:
Host Funding, Inc.
1025 Prospect Ave., Suite 350
La Jolla, CA 92037
ITEM 2 IDENTITY AND BACKGROUND
The following is the identity and background of the persons filing this
statement:
1. GUY E. HATFIELD
(A) Name: Guy E. Hatfield
(B) Business Address: All American Group Inc./Hatfield Inn Inc.
P.O. Box 891540
Temecula, CA 92589
(C) Principal Occupation: President of company which owns &
operates hotels
All American Group Inc./Hatfield Inn Inc.
P.O. Box 891540
Temecula, CA 92589
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(D) Mr. Hatfield has never been convicted in a criminal proceeding.
(E) Mr. Hatfield has never been a party to a civil proceeding in which
he was subject to a judgment, decree or final order which enjoined
him from future violations of state or federal securities laws.
(F) Mr. Hatfield is a citizen of the United States.
2. DOROTHY HATFIELD
(A) Name: Dorothy Hatfield
(B) Business Address: All American Group Inc./Hatfield Inn Inc.
P.O. Box 891540
Temecula, CA 92589
(C) Principal Occupation: Officer of company which owns &
operates hotels
All American Group Inc./Hatfield Inn Inc.
P.O. Box 891540
Temecula, CA 92589
(D) Mrs. Hatfield has never been convicted in a criminal proceeding.
(E) Mrs. Hatfield has never been a party to a civil proceeding in which
she was subject to a judgment, decree or final order which enjoined
her from future violations of state or federal securities laws.
(F) Mrs. Hatfield is a citizen of the United States.
3. ALL AMERICAN GROUP, LTD.
(A) Name: All American Group, Ltd.
State of Formation: Delaware
(B) Business Address: All American Group, Ltd.
P.O. Box 891540
Temecula, CA 92589
(C) Principal Business: Ownership & Operation of Hotels
All American Group, Ltd.
P.O. Box 891540
Temecula, CA 92589
(D) All American Group, Ltd. has never been convicted in a criminal
proceeding.
(E) All American Group, Ltd. has never been a party to a civil
proceeding in which
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it was subject to a judgment, decree or final order which enjoined
it from future violations of state or federal securities laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Hatfield Affiliates received the Initial Shares in exchange for
their contribution to the Company of four Super 8 hotels on April 1, 1995. On
April 22, 1996, the Hatfield Affiliates exchanged the Initial Shares for 410,000
shares of Class A Common Stock, 140,000 shares of Class B Common Stock, and
140,000 shares of Class C Common Stock. The transaction was a stock-for-stock
exchange and there was no exchange of money or other consideration.
Also on April 22, 1996, Mr. and Mrs. Hatfield received 3,737 shares of
the Company's Class A Common Stock in exchange for their interests in Mission
Bay Super 8, Ltd., a California limited partnership.
ITEM 4 PURPOSE OF TRANSACTION
The Hatfield Affiliates acquired the Company's securities as part of a
series of transactions (the "Formation Transactions") which constituted the
first stage of the Company's growth strategy. As described above, the Company
closed its initial Public Offering on April 22, 1996 and the Hatfield Exchange
was part of the Formation Transactions.
The Hatfield Affiliates have no current plan to acquire additional
shares of the Company's Common Stock. On April 22, 1996, the Hatfield Affiliates
entered into a holdback agreement (the "Holdback Agreement") with the Company
whereby the Hatfield Affiliates agreed not to sell or otherwise dispose of any
of the securities owned by the Hatfield Affiliates for a period of 12 months (a
copy of the Holdback Agreement is attached hereto as Exhibit A).
None of the Hatfield Affiliates have any plans or proposals which would
relate to or result in:
a. The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
c. A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
d. Any change in the present board of trustees or management of
the Company including any plans or proposals to change the
number or terms of board of directors or to fill any existing
vacancies on the board;
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e. Any material change in the present capitalization or
distribution policy of the Company;
f. Any other material change in the Company's business or
corporate structure;
g. Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
h. Causing a class of securities of the Company to be delisted
from any national securities exchange or to cease 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 the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
j. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. Mr. and Mrs. Hatfield currently hold 413,737 shares, which
represents 35% of the Company's issued and outstanding Class A
Common Stock. All American Group, Ltd. currently holds 60,000
shares, which represents 5% of the Company's issued and
outstanding Class A Common Stock.
b. Mr. and Mrs. Hatfield have shared power to vote or dispose of
their shares. Mr and Mrs. Hatfield have shared power to vote
or dispose of the 60,000 shares held by All American Group,
Ltd.
c. Other than the Hatfield Exchange and the shares received as a
result of the Mission Bay Acquisition, no transactions in the
shares owned by the Hatfield Affiliates have been effected in
the last 60 days.
d. No other person is known to have the right to receive or the
power to direct the receipt of distributions from, or the
proceeds from the sale of securities covered by this
statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Mr. Hatfield entered into the Holdback Agreement with the Company
pursuant to which the Hatfield Affiliates have agreed not to directly or
indirectly, offer, sell, contract to sell, grant
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any option to purchase or otherwise in any manner, transfer all or a portion of
their shares until April 22, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits to this statement:
1. Holdback Agreement between the Hatfield Affiliates and La Jolla
Securities Corporation dated April 22, 1996.
SIGNATURES
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
current.
July 1, 1996 /S/ GUY E. HATFIELD
-------------------------------
Guy E. Hatfield
/S/ DOROTHY HATFIELD
-------------------------------
Dorothy Hatfield
ALL AMERICAN GROUP, LTD.
a Delaware limited partnership
/S/ GUY E. HATFIELD
-------------------------------
By: All American Group, Inc.
Its: General Partner
By: Guy E. Hatfield
Its: President
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Exhibit 1
HOLD-BACK AGREEMENT
THIS HOLD-BACK AGREEMENT ("Agreement") is entered into by and between
GUY HATFIELD, acting on behalf of himself and the Hatfield Affiliates
("Hatfield"), and LA JOLLA SECURITIES CORPORATION ("La Jolla") as of this 22nd
day of April 1996. The term "Hatfield Affiliates" shall have the same meaning as
ascribed to it in that certain Registration Statement on Form S-11, as amended
(SEC File No. 33-92772), filed by Host Funding, Inc., a Maryland corporation
(the "Company").
R E C I T A L S
WHEREAS, the Company proposes to offer and sell (the "Offering") up to
500,000 shares of Class A common stock, $.01 par value, to La Jolla and certain
other underwriters pursuant to an Underwriting Agreement between the Company and
La Jolla dated April 17, 1996 ("Underwriting Agreement").
WHEREAS, Section 3(r) of the Underwriting Agreement provides as
follows:
(r) The Company shall arrange for each of its officers, directors
and affiliates of the Company to agree in writing not to sell
any shares of the Common Stock of the Company for a period of
one (1) year from the effective date of the Registration
Statement. Notwithstanding the foregoing, Guy and Dorothy
Hatfield ("Hatfield") shall be entitled to pledge their
securities ("Collateral Shares") of the Company as collateral
for any indebtedness they have incurred or may incur, and in
the event of their default under the terms of such
indebtedness neither the foreclosure on the Collateral Shares
or their resale by the pledgee shall be a breach of this
paragraph (r).
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
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1. Limitation on Resale: Effective Date for Limitation Period. Hatfield
agrees, on behalf of himself and the Hatfield Affiliates, to and will
not sell, transfer or otherwise dispose of any portion of the Shares
("Shares") owned by him and the Hatfield Affiliates during 12 month
period commencing on the date of this Agreement, unless La Jolla
otherwise consents in writing.
2. Additional Covenants. Hatfield further covenants and agrees to cause:
A. A notice to be placed on the face of each certificate
representing the Shares covered by the terms of this Agreement
stating that the transfer of the stock evidenced by the
certificate is restricted in accordance with the conditions
set forth on the reverse side of the certificate.
B. A typed legend to be placed on the reverse side of each stock
certificate representing the Shares covered by this Agreement
which states that the sale or transfer of shares evidenced by
the certificate is subject to certain restrictions until April
22, 1997 pursuant to an agreement between the holder and La
Jolla Securities Corporation, which Agreement is on file with
the Company and the stock transfer agent and is available upon
request and without charge.
3. Termination, Modification, Revocation or Rescission. This Agreement
shall not be terminated, revoked, rescinded or modified in any respect
without the prior written approval of the parties.
4. Effectiveness of this Agreement. This Agreement shall become effective
upon the closing of the transactions under the Underwriting Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above.
"HATFIELD"
/S/ GUY HATFIELD
--------------------------------------------
Guy Hatfield, on behalf of himself and the
Hatfield Affiliates
"La Jolla"
La Jolla Securities Corporation
By: /S/ BRUCE BIDDICK
----------------------------------------
Bruce Biddick, President
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