MERITAGE HOSPITALITY GROUP INC.
(Name of the Issuer)
MERITAGE HOSPITALITY GROUP INC.
Robert E. Schermer, Jr.
Robert E. Schermer, Sr.
(Name of Person(s) Filing Statement)
Common Shares, $0.01 par value
(Title of Class of Securities)
59000K 10 1
(CUSIP Number of Class of Securities)
James R. Saalfeld, Esq.
Vice President & General Counsel
Meritage Hospitality Group Inc.
Suite 100
3210 Eagle Run Drive, N.E.
Grand Rapids, Michigan 49525
(616) 776-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)
This statement is filed in connection with (check appropriate box):
| |X| | a. | The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-2], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [§240.13e-3(c)] under the Securities Exchange Act of 1934. |
| |_| | b. | The filing of a registration statement under the Securities Act of 1933. |
| |_| | c. | A tender offer. |
| |_| | d. | None of the above. |
| Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: |X| Check the following box if the filing is a final amendment reporting the results of the transaction: |_| |
| Transaction | Amount of filing fee | ||
| valuation* | 176,720.25 | $19.00 |
*Calculated solely for purposes of determining the filing fee. This amount assumes the acquisition of 33,661 Common Shares $0.01 par value per share, for $5.25 per Common Share in cash in lieu of issuing fractional shares to holders of less than one Common Share after the proposed reverse stock split. [$107.00 per $1,000,000]
| |_| | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount previously Paid: |
| Form or Registration No.: |
| Filing Party: |
| Date Filed: |
| The Summary Term Sheet is incorporated herein by reference to the Item “Summary Term Sheet” of the preliminary proxy statement being provided to security holders and filed with the Securities and Exchange Commission on a Schedule 14A on August 18, 2006 (the “Proxy Statement”). |
| (a) | Name and address. Meritage Hospitality Group Inc. (the “Company”), 3210 Eagle Run Drive, N.E., Suite 100, Grand Rapids, Michigan 49525, telephone number (616) 776-2600. |
| (b) | Securities. The Company had 5,437,186 Common Shares, $.01 par value per share, outstanding as of August 1, 2006. |
| (c) | Trading Market and Price. Information regarding the trading market and price is incorporated herein by reference to the Item “Market Price of Common Shares and Dividends” of the Proxy Statement. |
| (d) | Dividends. Information regarding dividends is incorporated herein by reference to the Item “Market Price of Common Shares and Dividends” of the Proxy Statement. |
| (e) | Prior public offerings. Not Applicable. |
| (f) | Prior stock purchases. |
The Company
| Period | No. of Shares | Range of Prices | Average Price | ||||
|---|---|---|---|---|---|---|---|
| July 26, 2004 through | 1,000 | $5.03-$5.03 | $5.03 | ||||
| August 29, 2004 | |||||||
| August 30, 2004 through | 4,500 | $5.07-$5.07 | $5.07 | ||||
| November 28, 2004 | |||||||
| November 29, 2004 through | 16,500 | $5.01-$5.09 | $5.04 | ||||
| February 27, 2005 | |||||||
| February 28, 2005 through | 10,600 | $5.04-$5.11 | $5.06 | ||||
| May 29, 2005 | |||||||
| May 30, 2005 through | 64,378 | $4.91-$5.15 | $4.94 | ||||
| August 28, 2005 | |||||||
| August 29, 2005 through | 3,800 | $4.80-$4.98 | $4.83 | ||||
| November 27, 2005 | |||||||
| November 28, 2005 through | 13,144 | $4.67-$4.72 | $4.70 | ||||
| February 26, 2006 | |||||||
| February 27, 2006 through | 9,900 | $4.14-$4.66 | $4.64 | ||||
| May 28, 2006 | |||||||
| May 29, 2006 through | 8,200 | $4.00-$4.35 | $4.17 | ||||
| August 14, 2006 | |||||||
Robert E. Schermer, Jr.
| Period | No. of Shares | Range of Prices | Average Price | ||||
|---|---|---|---|---|---|---|---|
| July 26, 2004 through | 800 | $5.08-$5.16 | $5.13 | ||||
| August 29, 2004 | |||||||
| August 30, 2004 through | 2,400 | $4.94-$5.05 | $4.97 | ||||
| November 28, 2004 | |||||||
| November 29, 2004 through | 24,200 | $4.95-$5.29 | $5.12 | ||||
| February 27, 2005 | |||||||
| February 28, 2005 through | 119,700 | $1.50-$5.18 | $2.21 | ||||
| May 29, 2005 | |||||||
| May 30, 2005 through | 31,900 | $2.35-$5.35 | $2.50 | ||||
| August 28 2005 | |||||||
| August 29, 2005 through | 600 | $4.70-$4.89 | $4.83 | ||||
| November 27, 2005 | |||||||
| November 28, 2005 through | 650 | $4.65-$4.75 | $4.69 | ||||
| February 28, 2006 | |||||||
| March 1, 2006 through | 900 | $4.15-$4.65 | $4.41 | ||||
| May 28, 2006 | |||||||
| May 29, 2006 through | 221,667 | $5.25-$5.25 | $5.25 | ||||
| August 14, 2006 | |||||||
Robert E. Schermer, Sr.
| Period | No. of Shares | Range of Prices | Average Price | ||||
|---|---|---|---|---|---|---|---|
| July 26, 2004 through | None | None | None | ||||
| August 29, 2004 | |||||||
| August 30, 2004 through | 1,697 | $5.00-$5.08 | $5.02 | ||||
| November 28, 2004 | |||||||
| November 29, 2004 through | 500 | $5.05-$5.05 | $5.05 | ||||
| February 27, 2005 | |||||||
| February 28, 2005 through | 570 | $5.27-$5.27 | $5.27 | ||||
| May 29, 2005 | |||||||
| May 30, 2005 through | 696 | $5.12-$5.23 | $5.20 | ||||
| August 28, 2005 | |||||||
| August 29, 2005 through | 901 | $4.89-$4.99 | $4.93 | ||||
| November 27, 2005 | |||||||
| November 28, 2005 through | 431 | $4.65-$4.65 | $4.65 | ||||
| February 28, 2006 | |||||||
| March 1, 2006 through | None | None | None | ||||
| May 28, 2006 | |||||||
| May 29, 2006 through | 484 | $4.14-$4.14 | $4.14 | ||||
| August 14,2006 | |||||||
| (a) | Name and address. Each of the Company, Robert E. Schermer, Jr. and Robert E. Schermer, Sr. is a filing person of this Schedule 13E-3. The Company is the subject Company. The Company’s business address and business telephone number are provided in Item 2(a) above. The business address and telephone number of Mr. Schermer, Jr. is the same as that of the Company. The business address and telephone number of Mr. Schermer, Sr. is the same as that of the Company. |
Information regarding The executive officers and directors of the Company is set forth in the Item “Directors and Executive Officers” of the Proxy Statement. |
| (b) | Business and background entities. Not Applicable. |
| (c) | Business and background of natural person. Information regarding any person specified in Instruction C who is a natural person is incorporated herein by reference to the Items “Directors and Executive Officers,” and “Principal Shareholders” of the Proxy Statement. |
| (a) | Material terms. Information regarding the material terms of the 13e-3 transaction is incorporated herein by reference to the Items “Special Factors” and “Additional Information Regarding the Transaction- Material Terms” of the Proxy Statement. |
| (b) | Not applicable. |
| (c) | Different terms. Information regarding different terms in connection with the 13e-3 transaction is incorporated herein by reference to the Item “Additional Information Regarding the Transaction — Treatment of Fractional Shares” of the Proxy Statement. |
| (d) | Appraisal rights. Information regarding appraisal rights in connection with the 13e-3 transaction is incorporated herein by reference to the Item “Additional Information Regarding the Transaction — Appraisal Rights” of the Proxy Statement. |
| (e) | Provisions for unaffiliated security holders. Information regarding provisions for unaffiliated security holders is incorporated herein by reference to the Item “Special Factors — Fairness of the Transaction” of the Proxy Statement. |
| (f) | Eligibility for listing or trading. Not applicable. |
| (a) | Transactions. Not applicable. |
| (b) | Significant Corporate Events. The information set forth in the Proxy Statement under “Special Factors — Fairness of the Transaction” is incorporated herein by reference. |
| (c) | Negotiations or Contacts. Not applicable. |
| (d) | Conflicts of Interest. Not applicable |
| (e) | Agreements Involving the Subject Company’s Securities. None. |
| (b) | Uses of securities acquired. Information regarding the use of the securities is incorporated herein by reference to the Item “Additional Information Regarding the Transaction — Effective Date” of the Proxy Statement. |
| (c) | Plans. |
| (c)(1) | None. |
| (c)(2) | None. |
| (c)(3) | None. |
| (c)(4) | None. |
| (c)(5) | None. |
| (c)(6) | Information regarding plans that relate to any class of equity securities to be delisted is incorporated herein by reference to the Item “Additional Information Regarding the Transaction — Deregistration of Common Stock” of the Proxy Statement. |
| (c)(7) | Information regarding plans that relate to the Company becoming eligible for termination of registration is incorporated herein by reference to the Item “Additional Information Regarding the Transaction — Deregistration of Common Stock” of the Proxy Statement. |
| (c)(8) | Information regarding plans that relate to the suspension of the Company’s reporting obligation is incorporated herein by reference to the Item “Additional Information Regarding the Transaction — Suspension of Public Reporting Obligations” of the Proxy Statement. |
| (a) | Purposes. Information regarding the purposes of the 13e-3 transaction is incorporated herein by reference to the Item “Special Factors — Purpose of the Transaction” of the Proxy Statement. |
| (b) | Alternatives. Information regarding alternatives to the 13e-3 transaction is incorporated herein by reference to the Item “Special Factors — Alternatives to the Transaction” of the Proxy Statement. |
| (c) | Reasons. Information regarding the reasons for the 13e-3 transaction is incorporated herein by reference to the Item “Special Factors — Reasons for the Transaction and Timing of the Transaction” of the Proxy Statement. |
| (d) | Effects. Information regarding the effects of the 13e-3 transaction is incorporated herein by reference to the Item “Special Factors — Effects of the Transaction” of the Proxy Statement. |
| (a) | Fairness. Information regarding the fairness of the 13e-3 transaction is incorporated herein by reference to the Item “Special Factors — Fairness of the Transaction” of the Proxy Statement. |
| (b) | Factors considered in determining fairness. Information regarding the factors considered in determining the fairness of the 13e-3 transaction is incorporated herein by reference to the Item “Special Factors — Fairness of the Transaction” of the Proxy Statement. |
| (c) | Approval of security holders. Information regarding the approval of security holders of the going private transaction is incorporated herein by reference to the Item “Special Factors — Fairness of the Transaction” of the Proxy Statement. |
| (d) | Unaffiliated representative. Information regarding unaffiliated representatives in connection with the 13e-3 transaction is incorporated herein by reference to the Item “Special Factors — Fairness of the Transaction” of the Proxy Statement. |
| (e) | Approval of directors. A majority of the directors of the Company who are not employees of the Company approved the transactions contemplated by this Schedule 13E-3. Additional information regarding the approval by directors of the 13e-3 transaction is incorporated herein by reference to the Item “Special Factors — Fairness of the Transaction” of the Proxy Statement. |
| (f) | Other offers. Not Applicable. |
| (a) | Report, opinion or appraisal. Information regarding reports, opinions, or appraisals in connection with the 13e-3 transaction is incorporated herein by reference to the Item “Special Factors — Valuation and Fairness Opinion of Financial Advisor” of the Proxy Statement. |
| (b) | Preparer and summary of the report, opinion or appraisal. Information regarding the preparer and a summary of the fairness opinion is incorporated herein by reference to the Item “Special Factors — Valuation and Fairness Opinion of Financial Advisor” of the Proxy Statement. |
| (c) | Availability of documents. Information regarding the availability of the fairness opinion is incorporated herein by reference to the Item “Special Factors — Valuation and Fairness Opinion of Financial Advisor” of the Proxy Statement. |
| (a) | Source of funds. Information regarding the sources of funds for the 13e-3 transaction is incorporated herein by reference to the Item “Additional Information Regarding the Transaction — Source of Funds and Expenses” of the Proxy Statement. |
| (b) | Conditions. Not applicable. |
| (c) | Expenses. Information regarding the expenses is incorporated herein by reference to the Item “Additional Information Regarding the Transaction – Source of Funds and Expenses” of the Proxy Statement. |
| (d) | Borrowed funds. Not applicable. |
| (a) | Securities ownership. Information regarding ownership of the Company’s securities is incorporated herein by reference to the Item “Principal Stockholders” of the Proxy Statement. |
| (b) | Securities transactions. Not Applicable. |
| (d) | Intent to tender or vote in a going-private transaction. Information regarding intent to vote in the 13e-3 transaction is incorporated herein by reference to the Item “Directors and Executive Officers” of the Proxy Statement. |
| (3) | Recommendations of others. Information regarding recommendations of others is incorporated herein by reference to the Item “Directors and Executive Officers” and “Special Factors — Fairness of the Transaction” of the Proxy Statement. |
| (a) | Financial information. Financial information is incorporated by reference to the Item “Where You Can Find More Information” of the Proxy Statement. |
| (b) | Pro forma information. Not applicable. |
| (a) | Solicitations or recommendations. Not applicable. |
| (b) | Employees and corporate assets. Other than the employees and officers of the Company used in connection with the proposal, analysis, consideration, approval and execution of the 13e-3 transaction, no employee, officer, or asset of the Company has been or will be used in connection with the 13e-3 transaction. |
| (b) | Other material information. Information in the Proxy Statement is incorporated herein by reference. |
| (a) | (1) Proxy Statement sent to security holders of Meritage Hospitality Group Inc. in connection with the going private transaction (incorporated herein by reference to the Proxy Statement). |
| (b) | Not Applicable. |
| (c) | Fairness Opinion of Donnelly Penman & Partners (incorporated herein by referenced to the Proxy Statement). |
| (d) | Not applicable. |
| (e) | Not applicable. |
| (f) | Not applicable. |
SIGNATURE
After due 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.
MERITAGE HOSPITALITY GROUP INC. Robert E. Schermer, Jr., President and Chief Executive Officer August 18, 2006 /s/ Robert E. Schermer, Jr. Robert E. Schermer, Jr. August 18, 2006 /s/ Robert E. Schermer, Sr. Robert E. Schermer, Sr. August 18, 2006 |
