SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 5, 1997 (January 22, 1997)
Ridgewood Hotels, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-14019 58-1656330
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2859 Paces Ferry Road, Suite 700
Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 434-3670
Ridgewood Properties, Inc.
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(Former name, former address and former fiscal year,
if changed since last report)
ITEM 5. OTHER EVENTS
Exercise of Stock Options --
On January 31, 1997, the Company's President and
Chief Financial Officer elected to exercise their stock
options granted to them by Ridgewood Hotels, Inc. (the
"Company") with respect to 375,000 and 75,000 shares of
common stock, respectively, par value $.01 per share (the
"Shares") at a price of $1.00 per share.
The President elected to pay for his shares with
$100,000 cash and a promissory note to the Company in the
principal amount of $275,000. Interest accrues on the
principal balance at the rate per annum of 8.25%, and the
entire amount shall be due and payable in full on or before
February 28, 1997.
The Chief Financial Officer elected to pay for
her shares with a promissory note to the Company in the
principal amount of $75,000. Interest accrues on the
principal balance at the rate per annum of 8.25%, and the
entire amount shall be due and payable on or before January
31, 1998.
Both the President and Chief Financial Officer
signed Share Security Agreements pledging the above shares
as security for the performance of the obligations under
the notes, as well as personally guaranteeing payment of
the notes.
Following the exercise of the stock options by
the President and Chief Financial Officer, there are
1,538,480 shares of common stock outstanding. Of the
Company's issued and outstanding shares of common stock,
approximately 50.7% and 6.5% are owned by the President and
Chief Financial Officer, respectively.
Change of Corporation Name --
On January 22, 1997, the shareholders of the
Company approved an amendment to the Company's Certificate
of Incorporation to change the name of the corporation to
Ridgewood Hotels, Inc.
ITEM 7. EXHIBITS
3 Certificate of Amendment to Certificate of
Incorporation of Ridgewood Properties,
Inc.
4(a) Notice of Exercise by N. Russell Walden
dated January 31, 1997
4(b) Notice of Exercise by Karen S. Hughes
dated January 31, 1997
4(c) Share Security Agreement between N.
Russell Walden and Ridgewood Properties,
Inc. dated January 31, 1997
4(d) Share Security Agreement between Karen S.
Hughes and Ridgewood Properties, Inc.
dated January 31, 1997
10(a) Promissory Note between N. Russell Walden
and Ridgewood Properties, Inc. dated
January 31, 1997
10(b) Promissory Note between Karen S. Hughes
and Ridgewood Properties, Inc. dated
January 31, 1997
RIDGEWOOD HOTELS, INC.
By: /S/ Karen S. Hughes______
Karen S. Hughes
Vice President,
Chief Accounting Officer
Date: February 7, 1997