SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 0-14019
Ridgewood Hotels, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 58-1656330
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. _____
Aggregate market value of voting stock held by non-affiliates on October
31, 1997 - $668,937; Common shares outstanding on October 31, 1997 -
1,538,480 shares
(1) Portions of the registrant's Annual Report to Shareholders for the
fiscal year ended August 31, 1997 (the "1997 Annual Report to
Shareholders") are incorporated by reference in Part II of this
Report.
(2) Portions of the registrant's definitive Proxy Statement relating to
the 1998 Annual Meeting (the "1998 Proxy Statement") to be filed
with the Commission on or about December 1, 1997, are incorporated
by reference in Part III of this Report.
PART I
Item 1. Business
Ridgewood Hotels, Inc. (the "Company") is primarily engaged in the
business of acquiring, developing, operating and selling real estate
property in the Southeast and "Sunbelt" areas. Additionally, the
Company, through its investment in a limited partnership, is engaged in
acquiring and managing hotel properties in the Southeast, as well as
managing other hotels throughout the country. The Company also owns and
operates a hotel in Longwood, Florida. All of the Company's other
properties are land properties held for sale, and no additional
development is currently anticipated for the land. The Company was
incorporated under the laws of the State of Delaware on October 29,
1985. In January 1997, the Company changed its name from Ridgewood
Properties, Inc. to Ridgewood Hotels, Inc. Prior to December 31, 1985,
the Company operated under the name CMEI, Inc.
On August 16, 1995, RW Hotel Partners, L.P. was organized as a
limited partnership (the "Partnership") under the laws of the State of
Delaware. Concurrently, the Company formed Ridgewood Georgia, Inc., a
Georgia corporation ("Ridgewood Georgia") which became the sole general
partner in the Partnership with RW Hotel Investments, L.L.C.
("Investor") as the limited partner. Ridgewood Georgia has a 1% base
distribution percentage versus 99% for the Investor. However,
distribution percentages do vary depending on certain defined
preferences and priorities pursuant to the Partnership Agreement
("Agreement") which are discussed below. The partnership was originally
formed to acquire a hotel property in Louisville, Kentucky. The
partnership consists of six hotel properties at August 31, 1997. The
terms of this partnership will serve as a guideline for other potential
acquisitions with this or other investors.
Income and losses are allocated to Ridgewood Georgia and the
limited partner based upon the formula for allocating distributable cash
as described below but subject to an annual limitation which would
result in no more than 88% of partnership income or loss (as defined)
being allocated to the limited partner.
Distributable Cash is defined as the net income from the property
before depreciation plus any net sale proceeds and net financing
proceeds less capital costs. Distributions of distributable Cash shall
be made as follows:
- First, to the Investor until there has been distributed to the
Investor an amount equal to a 15% cumulative internal rate of return on
the Investor's investment.
- Second, to Ridgewood Georgia until the aggregate amount received
by Ridgewood Georgia equals the aggregate cash contributions made by
Ridgewood Georgia to the Partnership (as of August 31, 1997, Ridgewood
Georgia had contributed approximately $772,000).
- Third, 12% to Ridgewood Georgia and 88% to the Investor until
there has been distributed to the Investor an amount equal to a 25%
cumulative internal rate of return on Investor's investment.
- Fourth, 75% of the residual to the Investor and 25% to Ridgewood
Georgia.
A Management Agreement exists between the Partnership and the
Company as Manager ("Manager") for the purpose of managing hotels in
Kentucky, Georgia and South Carolina. The Manager shall be entitled to
the following property management fees:
(1) 2.5% of the gross revenues from the hotel property.
(2) 1% of the gross revenues from the hotel property as an
incentive fee if distributable cash equals or exceeds 13.5% of total
aggregate acquisition costs.
A Construction Management Agreement exists between the Partnership
and the Manager for the purpose of managing future improvements to the
properties.
The Company currently has approximately $772,000 invested in the
Partnership. As of August 31, 1997, the Company has recorded
approximately $199,000 equity in the income of the Partnership, but has
recorded a provision for possible losses of approximately $199,000 as
there is no indication that the Company will be able to recover the
equity income in the Partnership given the provisions of the partnership
agreement regarding the distribution of cash to the partners upon
liquidation. In August 1995, the Partnership purchased a hotel in
Louisville, Kentucky for approximately $16,000,000. In December 1995
and January 1996, the Partnership purchased four hotel properties in
Georgia for approximately $15,000,000 and a hotel in South Carolina for
$4,000,000, respectively. The Company may make future capital
contributions to the Partnership. Management expects to fund such
capital contributions through available cash or from loans from the
Partnership. Additionally, the Company may invest in other partnerships
to acquire hotels in the future.
The Company owns and operates one hotel and owns a number of land
parcels which are held for sale. The success of the Company's
operations continues to be dependent upon such unpredictable factors as
the general and local economic conditions to which the real estate
industry is particularly sensitive: zoning, labor, material and energy
availability, weather conditions and the availability of satisfactory
financing.
The hotel management business has become very competitive. In
order to obtain management contracts, owners are frequently requiring
management companies to also have ownership in the hotel. The hotel
industry has become very attractive to many investors and, in turn, it
has become very competitive to purchase hotels. This has also prompted
the building of many new hotels in various markets. The Company
believes that it is in a position to remain competitive in this
industry. The Company has the ability to generate equity to contribute
to the acquisitions as well as to provide the expertise to manage the
acquisitions, operations and ultimate disposition of properties for both
the Company and third-party owners. Currently, the Company has a letter
proposal with another company to locate and assist in the acquisition of
hotel properties for that company. Additionally, as hotel properties
are acquired, the Company would receive management contracts to manage
those properties.
The annual average occupancy of the Company's only hotel was
approximately 70% for the fiscal year 1997.
The Company's principal office is located at 2859 Paces Ferry Road,
Suite 700, Atlanta, Georgia 30339 (telephone number: (770) 434-3670).
The Company employs approximately 90 persons (of which 19 are located at
its principal office) at August 31, 1997.
Item 2. Properties
The Company does not own any real property material to conducting
the administrative aspects of its business operations. Its principal
office in Atlanta, Georgia is leased until June 2002 and consists of
approximately 6,200 square feet. As a result of its operations, the
Company is the owner of various other properties, including developed
and undeveloped real estate.
The Company's operating properties are as follows:
Name of Hotel Location # of Rooms Ownership Interest
Ramada Inn (a) Longwood, FL 192 Wholly-Owned
Holiday Inn Louisville, KY 267 Owned by Partnership (b)
Holiday Inn Orangeburg, SC 160 Owned by Partnership (b)
Holiday Inn Gainesville, GA 132 Owned by Partnership (b)
Holiday Inn Thomasville, GA 147 Owned by Partnership (b)
Holiday Inn Suwanee, GA 120 Owned by Partnership (b)
Holiday Inn
Express Commerce, GA 96 Owned by Partnership (b)
(a) The hotel serves as collateral for the Company's $2,742,000
term loan with a commercial lender.
(b) The Company has a 1% ownership interest in these hotels as the
general partner in a partnership.
The Company also holds seven land parcels for sale, two of which
are located in Florida, two in Georgia and one in Texas, Ohio and
Arizona. For further information on such properties, see the
accompanying consolidated financial statements and Schedule III, Real
Estate and Accumulated Depreciation, contained elsewhere herein.
Item 3. Legal Proceedings
On May 2, 1995 a complaint was filed in the Court of Chancery
of the State of Delaware (New Castle County) entitled William N.
Strassburger v. Michael M. Early, Luther A. Henderson, John C.
Stiska, N. Russell Walden, and Triton Group, Ltd., defendants, and
Ridgewood Hotels, Inc., nominal defendant, C.A. No. 14267 (the
"Complaint"). The plaintiff is an individual shareholder of the
Company who purports to file the Complaint individually,
representatively on behalf of all similarly situated shareholders,
and derivatively on behalf of the Company. The Complaint challenges
the actions of the Company and its directors in consummating the
Company's August 1994 repurchases of its common stock held by Triton
Group, Ltd. and Hesperus Partners Ltd. in five counts, denominated
Waste of Corporate Assets, Breach of Duty of Loyalty to Ridgewood,
Breach of Duty of Good Faith, Intentional Misconduct, and Breach of
Duty of Loyalty and Good Faith to Class. On July 5, 1995, the
Company filed a timely answer generally denying the material
allegations of the complaint and asserting several affirmative
defenses. This case is in the concluding stages of discovery. No
trial date has been set, but the court has certified a class of
shareholders as plaintiffs for the non-derivative claims but has not
certified the suit as a class action suit. The Company intends to
vigorously contest this matter.
On August 23, 1996, Great American Resorts filed a complaint
in the Superior Court of Cobb County, State of Georgia, entitled
Great American Resorts, Inc. and Great American Casinos, Inc. v.
Charles Taylor, Deborah Lynn Cannon, Walter D. Hrab and Ridgewood
Hotels, Inc., Civil Action File No. 9616398-05, alleging that the
Company and the other defendants are liable for breach of contract
and breach of fiduciary duty stemming from a contract between Great
American and one of the Company's subsidiaries. The complaint seeks
damages, attorneys' fees and pre-judgment interest. It also seeks an
order requiring that certain books and records be turned over to the
plaintiffs. On September 27, 1996, the Company filed a timely answer
generally denying the material allegations of the complaint and
asserting several affirmative defenses. While the discovery deadline
has passed, no trial date has been set, nor have the plaintiffs
actively pursued the matter. The Company intends to vigorously
contest this matter.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders
during the fourth quarter of the Company's fiscal year ended August
31, 1997.
Item 4.5 Executive Officers of the Registrant
The following sets forth certain information regarding the
executive officers of the Company:
Name Age Present Positions
N. Russell Walden 59 President and Chief Executive
Officer, Director
Byron T. Cooper 47 Vice President -
Construction and Planning
Karen S. Hughes 42 Vice President, Chief Financial
Officer and Secretary
The officers of the Company, who are appointed by the Board of
Directors, hold office until their successors are chosen and
qualified, or until their earlier death, resignation or removal.
Mr. Walden has been President and Chief Executive Officer of the
Company since its formation on October 29, 1985. Mr. Walden was a
director of Sunbelt Nursery Group, Inc. ("Sunbelt") from 1983 until
1990. He is the former President, Chief Executive Officer and
director of CMEI, Inc. and a former director of Pier 1 Inc.
Mr. Cooper has been Vice President - Construction and Planning
of the Company since its formation.
Ms. Hughes has been Vice President, Chief Financial Officer and
Secretary of the Company since its formation.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Information regarding the market for the Company's common stock,
the Company's dividend policy and the approximate number of holders
of the common stock at October 31, 1997, is included under the
caption "Market for Registrant's Common Equity and Related
Stockholder Matters" on page 1 of the 1997 Annual Report to
Shareholders and is incorporated herein by reference. There were no
sales of unregistered securities of the Company in the fourth quarter
of the Company's fiscal year ended August 31, 1997.
Item 6. Selected Financial Data
A summary of selected financial data for the Company for the
fiscal years 1993 through 1997 is included under the caption entitled
"Selected Financial Data" on page 3 of the 1997 Annual Report to
Shareholders and is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Information regarding the Company's financial condition, changes
in financial condition and results of operations is included under
the caption entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 4 through 8
of the 1997 Annual Report to Shareholders and is incorporated herein
by reference.
Item 8. Financial Statements
Consolidated financial statements and notes thereto for the
Company, which are included on pages 9 through 32 of the 1997 Annual
Report to Shareholders under the following captions listed below, are
incorporated herein by reference.
Consolidated Balance Sheets at August 31, 1997 and 1996.
Consolidated Statements of Loss for the years ended August 31,
1997, 1996 and 1995.
Consolidated Statements of Shareholders' Investment for the
years ended August 31, 1997, 1996 and 1995.
Consolidated Statements of Cash Flows for the years ended August
31, 1997, 1996 and 1995.
Notes to Consolidated Financial Statements.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to directors
and with respect to Item 405 of Regulation S-K is incorporated by
reference to the Company's Proxy Statement for its 1998 Annual
Shareholder Meeting (the "1998 Proxy Statement"). Information
concerning the Company's executive officers is included in Item 4.5 in
Part I of this report.
Item 11. Executive Compensation
Information regarding compensation of officers and directors of
the Company is set forth under the caption entitled "Executive
Compensation" in the Company's 1998 Proxy Statement and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Information regarding ownership of certain of the Company's
securities is set forth under the caption entitled "Beneficial
Ownership of the Company's Securities" in the Company's 1998 Proxy
Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related
transactions with the Company is set forth under the caption entitled
"Certain Relationships and Related Transactions" in the Company's 1998
Proxy Statement and is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K
(a)(1) The following financial statements, together with the
applicable report of independent public accountants, are set forth on
pages 9 through 32 of the 1997 Annual Report to Shareholders and are
incorporated by reference at Item 8 herein:
Report of Independent Accountants
Consolidated Balance Sheets at August
31, 1997 and 1996
Consolidated Statements of Loss
for the years ended August 31, 1997,
1996 and 1995
Consolidated Statements of Shareholders'
Investment for the years ended
August 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the
years ended August 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
(a)(2) The following financial statement schedules, together
with the applicable report of independent public accountants, are
filed as a part of this Report.
Page Number
in Form 10-K
Report of Independent Accountants
on Schedule S-1
III - Real Estate and Accumulated
Depreciation - August 31, 1997 S-2 thru S-3
All other schedules are omitted because they are not applicable or
because the required information is given in the financial statements
or notes thereto.
(a)(3) The exhibits filed herewith or incorporated by reference
herein are set forth on the Exhibit Index on pages E-1
through E-9 hereof. Included in those exhibits are the
following Executive Compensation Plans and Arrangements:
10(a) Employment Agreement between N. R. Walden and CMEI, Inc.,
dated March 28, 1985.
10(c) Ridgewood Properties, Inc. Supplemental Retirement and
Death Benefit Plan dated January 1, 1987 (filed as an
Exhibit to Registrant's Form 10-K for the fiscal year ended
August 31, 1988 and incorporated herein by reference).
10(e) Post-Employment Consulting Agreement between N. R. Walden
and Ridgewood Properties, Inc. dated September 4, 1991
(filed as an Exhibit to Registrant's Form 10-K for the
fiscal year ended August 31, 1991 and incorporated herein
by reference).
10(f) Post-Employment Consulting Agreement between Karen S.
Hughes and Ridgewood Properties, Inc. dated September 4,
1991 (filed as an Exhibit to Registrant's Form 10-K for the
fiscal year ended August 31, 1991 and incorporated herein
by reference).
10(g) Post-Employment Consulting Agreement between Byron T.
Cooper and Ridgewood Properties, Inc. dated September 4,
1991 (filed as an Exhibit to Registrant's Form 10-K for the
fiscal year ended August 31, 1991 and incorporated herein
by reference).
10(h) Post-Employment Consulting Agreement between M. M.
McCullough and Ridgewood Properties, Inc. dated
September 4, 1991 (filed as an Exhibit to Registrant's Form
10-K for the fiscal year ended August 31, 1991 and
incorporated herein by reference).
10(p) Ridgewood Properties, Inc. Stock Option Plan dated March
30, 1993 and as amended September 14, 1993 (filed as an
Exhibit to Registrant's Form 10-Q for the quarter ended
February 28, 1994, and incorporated herein by reference).
10(q) Stock Option Agreement between Byron T. Cooper and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(r) Stock Option Agreement between Luther A. Henderson and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(s) Stock Option Agreement between Karen S. Hughes and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(t) Stock Option Agreement between M. M. McCullough and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(u) Stock Option Agreement between N. R. Walden and Ridgewood
Properties, Inc. dated April 1, 1993 and as approved on
January 12, 1994 (filed as an Exhibit to Registrant's Form
10-Q for the quarter ended February 28, 1994, and
incorporated herein by reference).
10(v) Stock Option Agreement between Gregory T. Weigle and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(w) Stock Option Agreement between Karen S. Hughes and
Ridgewood Properties, Inc. dated January 31, 1994 (filed as
an Exhibit to Registrant's Form 10-Q for the quarter ended
February 28, 1994, and incorporated herein by reference).
10(x) Stock Option Agreement between N. R. Walden and Ridgewood
Properties, Inc. dated January 31, 1994 (filed as an
Exhibit to Registrant's Form 10-Q for the quarter ended
February 28, 1994, and incorporated herein by reference).
10(bb) Ridgewood Properties, Inc. 1993 Stock Option Plan, as
amended on October 26, 1994 (filed as an Exhibit to
Registrant's Registration Statement on Form S-8 filed
November 8, 1994 (No. 33-86084) and incorporated herein
by reference).
(b) No reports on Form 8-K were filed during the fourth
quarter of the Company's fiscal year ended August 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RIDGEWOOD HOTELS, INC.
By: /s/ N. R. Walden
_____________________
N. Russell Walden,
President, Chief
Executive Officer
Dated: November 24, 1997
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated:
/s/ N. R. Walden
____________________________
N. Russell Walden, President,
Chief Executive Officer and
Director
/s/ Karen S. Hughes
___________________________
Karen S. Hughes,
Vice President, Chief
Accounting and Financial
Officer and Secretary
/s/ Michael M. Earley
____________________________
Michael M. Earley, Director
/s/ Luther A. Henderson
_____________________________
Luther A. Henderson, Director
Dated: November 24, 1997
Report of Independent Accountants on
Financial Statement Schedule
October 21, 1997
To the Board of Directors
of Ridgewood Hotels, Inc.
Our audits of the consolidated financial statements referred to in
our report dated October 21, 1997 appearing in the 1997 Annual
Report to Shareholders of Ridgewood Hotels, Inc. (which report and
consolidated financial statements are incorporated by reference in
this Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule listed in Item 14(a) of this Form
10-K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated
financial statements.
PRICE WATERHOUSE LLP
Atlanta, Georgia
RIDGEWOOD HOTELS, INC. AND SUBSIDIARIES SCHEDULE III
----------------------------------------- Page 1 of 2
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
-------------------------------------------------------
AUGUST 31, 1997
---------------
(000'S Omitted)
Cost Capitalized Gross Amount at Which
Initial Cost Subsequent to Carried at August 31, 1997
to Company Acquisition (A)(B)(D)
------------------ ------------------ ----------------------------------
Building Building Accumu-
and Carry- and lated Date of
Encum- Improve- Improve- ing Improve- Deprecia- Construc- Date
Description brances Land ments ments Costs Land ments Total tion (C) tion Acquired
- ----------- -------- ---- -------- -------- ------ ---- -------- ----- -------- -----------------
LAND
- ----
Georgia -- 78 -- 1 -- 74 1 75 -- -- 12/75
Texas -- 5,338 -- 2 -- 3,926 2 3,928 -- -- 12/85
--
Florida -- 475 -- -- -- 402 -- 402 -- -- 3/85
Florida -- 41 -- -- -- 41 -- 41 -- -- 6/78
Florida -- 80 -- -- -- 80 -- 80 -- -- 11/79
Arizona -- 978 -- 110 -- 978 110 1,088 -- -- 3/85
Ohio -- 1,006 -- 175 -- 872 175 1,047 -- -- 12/77
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Total Non-
operating
properties -- 7,996 -- 288 -- 6,373 288 6,661 --
--------- --------- --------- --------- --------- --------- --------- --------- ---------
HOTEL
- --------------
Florida 2,742 439 1,921 1,120 -- 439 2,453 2,892 1,567 1973 9/74
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total
operating
properties 2,742 439 1,921 1,120 -- 439 2,453 2,892 1,567
-------- -------- -------- -------- -------- -------- -------- -------- --------
GRAND TOTAL $ 2,742 $ 8,435 $ 1,921 $ 1,408 $ -- $ 6,812 $ 2,741 $ 9,553 $ 1,567
========= ========= ========= ========= ========= ========= ========= ========= =========
SCHEDULE III
Page 2 of 2
(A) Except as discussed in Note 2 to the "Notes to Consolidated
Financial Statements," real estate owned is carried at the lower
of cost or fair value less costs to sell. At August 31, 1997,
the amount of the allowance for possible losses was approximately
$3,545,000, which related to land held for sale.
(B) Reconciliation of real estate properties:
For the Year Ended
(000's omitted)
8/31/97 8/31/96 8/31/95
------- ------- -------
Balance, beginning of year $12,612 $12,934 $17,768
Additions during the period:
Acquisitions -- -- 830
Capitalized costs 78 49 81
Deductions during the period:
Real estate sold or assets
retired (on which financing
was provided by the Company
in certain cases) 3,137 371 5,745
------- ------- -------
Balance, end of year $ 9,553 $12,612 $12,934
======= ======= =======
(C) Operating properties and any related improvements are being
depreciated by the "straight line" method over the estimated
useful lives of such assets, which are generally 30 years for
buildings and 5 years for furniture and fixtures.
Reconciliation of accumulated depreciation:
For the Year Ended
(000's omitted)
8/31/97 8/31/96 8/31/95
------- ------- -------
Balance, beginning of year $1,460 $1,369 $2,669
Additions during the period 128 121 326
Depreciation associated with
assets sold or retired (21) (30) (1,626)
------ ------ ------
Balance, end of year $1,567 $1,460 $1,369
====== ====== ======
(D) The aggregate cost for federal income tax purposes is approximately
$9,643,000 at August 31, 1997.
EXHIBIT INDEX
Report on Form 10-K for the fiscal year ended August 31, 1997
Page Number
Exhibit in Manually
Number Description Signed Original
3(a) Certificate of Incorporation of
Registrant.*
3(b) By-Laws of Registrant.*
3(c) Certificate of Amendment to the
Certificate of Incorporation (filed
as an Exhibit to Registrant's Form
10-K for the fiscal year ended August
31, 1987 and incorporated herein by
reference).
3(d) Certificate of Amendment to the
Certificate of Incorporation of the
Registrant (filed as an Exhibit to
Registrant's Form 10-K for the
fiscal year ended August 31, 1989 and
incorporated herein by reference).
3(e) Certificate of Amendment of the
Certificate of Incorporation of
Ridgewood Properties, Inc. dated May
23, 1991 (filed as an Exhibit
to Registrant's Form 10-K for the
fiscal year ended August 31, 1991 and
incorporated herein by reference).
3(f) Certificate of Amendment of the
Certificate of Incorporation of
Ridgewood Properties, Inc.
dated March 30, 1993 (filed as
Exhibit 3 to Registrant's Form 10-Q
for the fiscal quarter ended February
28, 1993 and incorporated herein by
reference).
3(g) Certificate of Amendment of the
Certificate of Incorporation of
Ridgewood Properties, Inc. dated
January 26, 1994 (filed as Exhibit 3
to Registrant's Form 10-Q for the
fiscal quarter ended February 28,
1994 and incorporated herein by
reference).
3(h) Certificate of Amendment to
Certificate of Incorporation by
Ridgewood Hotels, Inc. (filed as an
Exhibit to Registrant's Form 8-K on
February 5, 1997, and incorporated
herein by reference).
4(a) Stock Purchase Agreement between
Ridgewood Properties, Inc. and Triton
Group Ltd., dated as of August 15,
1994 (filed as an Exhibit to
Registrant's Form 8-K on August 15,
1994, and incorporated herein by
reference).
4(b) August 15, 1994 Press Release issued
by Ridgewood Properties, Inc. (filed
as an Exhibit to Registrant's Form
8-K on August 15, 1994, and
incorporated herein by reference).
4(c) Stock Purchase Agreement between
Ridgewood Properties, Inc. and
Hesperus Partners Ltd., dated as of
August 29, 1994 (filed as an Exhibit
to Registrant's Form 8-K on August
15, 1994, and incorporated herein by
reference).
4(d) Certificate of Designation,
Preferences and Rights of Series A
Convertible Preferred Stock of the
Registrant (filed as an Exhibit to
Registrant's Registration Statement
on Form S-8 filed on November 8, 1994
(No. 33-866084) and incorporated
herein by reference).
4(e) Notice of Exercise by N. Rusell
Walden dated January 31, 1997 (filed
as an Exhibit to Registrant's Form
8-K on February 5, 1997, and
incorporated herein by reference).
4(f) Notice of Exercise by Karen S. Hughes
dated January 31, 1997 (filed as an
Exhibit to Registrant's Form 8-K on
February 5, 1997, and incorporated
herein by reference).
4(g) Share Security Agreement between N.
Russell Walden and Ridgewood
Properties, Inc. dated January 31,
1997 (filed as an Exhibit to
Registrant's Form 8-K on February 5,
1997, and incorporated herein by
reference).
4(h) Share Security Agreement between
Karen S. Hughes and Ridgewood
Properties, Inc. dated January 31,
1997 (filed as an Exhibit to
Registrant's Form 8-K on February 5,
1997, and incorporated herein by
reference).
10(a) Employment Agreement between N. R.
Walden and CMEI, Inc., dated March
28, 1985.*
10(b) Bill of Sale and Assumption of
Liabilities between CMEI, Inc. and
Ridgewood Properties, Inc. dated
December 9, 1985.*
10(c) Ridgewood Properties, Inc.
Supplemental Retirement and Death
Benefit Plan dated January 1, 1987
(filed as an Exhibit to Registrant's
Form 10-K for the fiscal year ended
August 31, 1988 and incorporated
herein by reference).
10(d) Post-Employment Consulting Agreement
between N. R. Walden and Ridgewood
Properties, Inc. dated September 4,
1991 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1991 and
incorporated herein by reference).
10(e) Post-Employment Consulting Agreement
between Karen S. Hughes and Ridgewood
Properties, Inc. dated September 4,
1991 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1991 and
incorporated herein by reference).
10(f) Post-Employment Consulting Agreement
between Byron T. Cooper and Ridgewood
Properties, Inc. dated September 4,
1991 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1991 and
incorporated herein by reference).
10(g) Post-Employment Consulting Agreement
between M. M. McCullough and
Ridgewood Properties, Inc. dated
September 4, 1991 (filed as an
Exhibit to Registrant's Form 10-K for
the fiscal year ended August 31, 1991
and incorporated herein by
reference).
10(h) Ridgewood Properties, Inc. Stock
Option Plan dated March 30, 1993 and
as amended September 14, 1993 (filed
as an Exhibit to Registrant's Form
10-Q for the quarter ended February
28, 1994, and incorporated herein by
reference).
10(i) Stock Option Agreement between Byron
T. Cooper and Ridgewood Properties,
Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed
as an Exhibit to Registrant's Form
10-Q for the quarter ended February
28, 1994, and incorporated herein by
reference).
10(j) Stock Option Agreement between Luther
A. Henderson and Ridgewood
Properties, Inc. dated April 1, 1993
and as approved on January 12, 1994
(filed as an Exhibit to Registrant's
Form 10-Q for the quarter ended
February 28, 1994, and incorporated
herein by reference).
10(k) Stock Option Agreement between Karen
S. Hughes and Ridgewood Properties,
Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed
as an Exhibit to Registrant's Form
10-Q for the quarter ended February
28, 1994, and incorporated herein by
reference).
10(l) Stock Option Agreement between M. M.
McCullough and Ridgewood Properties,
Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed
as an Exhibit to Registrant's Form
10-Q for the quarter ended February
28, 1994, and incorporated herein by
reference).
10(m) Stock Option Agreement between N. R.
Walden and Ridgewood Properties, Inc.
dated April 1, 1993 and as approved
on January 12, 1994 (filed as an
Exhibit to Registrant's Form 10-Q for
the quarter ended February 28, 1994,
and incorporated herein by
reference).
10(n) Stock Option Agreement between
Gregory T. Weigle and Ridgewood
Properties, Inc. dated April 1, 1993
and as approved on January 12, 1994
(filed as an Exhibit to Registrant's
Form 10-Q for the quarter ended
February 28, 1994, and incorporated
herein by reference).
10(o) Stock Option Agreement between Karen
S. Hughes and Ridgewood Properties,
Inc. dated January 31, 1994 (filed as
an Exhibit to Registrant's Form 10-Q
for the quarter ended February 28,
1994, and incorporated herein by
reference).
10(p) Stock Option Agreement between N. R.
Walden and Ridgewood Properties, Inc.
dated January 31, 1994 (filed as an
Exhibit to Registrant's Form 10-Q for
the quarter ended February 28, 1994,
and incorporated herein by
reference).
10(q) Ridgewood Properties, Inc. 1993 Stock
Option Plan, as amended on October
26, 1994 (filed as an Exhibit to
Registrant's Registration Statement
on Form S-8 filed on November 8, 1994
(No. 33-86084) and incorporated
herein by reference).
10(r) Amended and Restated Basic Agreement
between RW Hotel Investment Partners,
L.P. and Ridgewood Hotels, Inc. dated
August 14, 1995 (filed as an Exhibit
to Registrant's Form 10-K for the
fiscal year ended August 31, 1995,
and incorporated herein by
reference).
10(s) Amended and Restated Limited
Partnership Agreement of RW Hotel
Partners, L.P. dated September 8,
1995 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1995, and
incorporated herein by reference).
10(t) Management Agreement (Holiday Inn
Hurstbourne) between RW Hotel
Partners, L.P. and Ridgewood
Properties, Inc. dated August 16,
1995 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1995, and
incorporated herein by reference).
10(u) Mortgage, Assignment of Leases and
Rents and Security Agreement Between
Bloomfield Acceptance Company, L.L.C.
and Ridgewood Orlando, Inc. dated
June 30, 1995 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1995, and
incorporated herein by reference).
10(v) Security Agreement between Ridgewood
Orlando, Inc. and Bloomfield
Acceptance Company, L.L.C. dated June
30, 1995 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1995, and
incorporated herein by reference).
10(w) Mortgage Note between Bloomfield
Acceptance Company and Ridgewood
Orlando, Inc. dated June 30, 1995
(filed as an Exhibit to Registrant's
Form 10-K for the fiscal year ended
August 31, 1995, and incorporated
herein by reference).
10(x) Agreement and Plan of Merger between
and among Ridgewood Properties, Inc.,
Ridgewood Acquisition Corp., Wesley
Hotel Group, Inc., Wayne McAteer and
Samuel King dated December 7, 1995
(filed as an Exhibit to Registrant's
Form 10-Q for the quarter ended
November 30, 1995, and incorporated
herein by reference).
10(y) Shareholders' Agreement by and between
Samuel King and Ridgewood Properties,
Inc. dated December 1995 (filed as an
Exhibit to Registrant's Form 10-K for
the fiscal year ended August 31, 1996,
and incorporated herein by reference).
10(z) Warrants to Purchase Shares of Common
Stock of Ridgewood Properties, Inc.
issued to Hugh Jones on December 16,
1996 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter
ended November 30, 1996, and
incorporated herein by reference).
10(aa) Promissory Note between N. Russell
Walden and Ridgewood Properties, Inc.
dated January 31, 1997 (filed as an
Exhibit to Registrant's Form 8-K on
February 5, 1997 and incorporated
herein by reference).
10(bb) Promissory Note between Karen S.
Hughes and Ridgewood Properties, Inc.
dated January 31, 1997 (filed as an
Exhibit to Registrant's Form 8-K on
February 5, 1997 and incorporated
herein by reference).
13 1997 Annual Report to Shareholders.
22 Subsidiaries of Registrant.
23 Consent of Price Waterhouse LLP
27 Financial Data Schedule.
_______________
* Previously filed as an Exhibit to Registrant's
Registration Statement on Form 10 filed on November 19,
1985 (Securities Exchange Act File No. 0-14019), and
incorporated herein by reference.