- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

SCHEDULE TO
(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934

U.S. FRANCHISE SYSTEMS, INC.

(Name of Subject Company (Issuer))

USFS ACQUISITION CO.
SDI, INC.
HSA PROPERTIES, INC.
MERIDIAN ASSOCIATES, L.P.
MICHAEL LEVEN
ANDREA LEVEN
JONATHAN LEVEN
ROBERT LEVEN
ADAM LEVEN
STEVEN ROMANIELLO
U.S. FRANCHISE SYSTEMS, INC.

(Names of Filing Persons (Offerors))
------------------------------

CLASS A COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)

902956309
(CUSIP Number of Class of Securities)

HAROLD S. HANDELSMAN STEPHEN D. ARONSON, ESQ.
SDI, INC. U.S. FRANCHISE SYSTEMS, INC.
200 WEST MADISON STREET, SUITE 3800 13 CORPORATE SQUARE, SUITE 250
CHICAGO, ILLINOIS 60606 ATLANTA, GEORGIA 30329
(312) 750-8102 (404) 235-7463

(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
------------------------------

COPIES TO:
BRUCE G. WILSON, ESQ. ROBERT B. SCHUMER, ESQ.
ADAM R. KLEIN, ESQ. PAUL D. GINSBERG, ESQ.
KATTEN MUCHIN ZAVIS PAUL, WEISS, RIFKIND, WHARTON & GARRISON
525 WEST MONROE STREET, SUITE 1600 1285 AVENUE OF THE AMERICAS
CHICAGO, ILLINOIS 60661 NEW YORK, NEW YORK 10019-6064
(312) 902-5200 (212) 373-3000

------------------------------

CALCULATION OF FILING FEE

- ---------------------------------------------------- ----------------------------------------------------
TRANSACTION VALUATION: $80,869,710. AMOUNT OF FILING FEE: $16,174.
- ---------------------------------------------------- ----------------------------------------------------

* Estimated solely for the purpose of determining the filing fee. This
calculation assumes the purchase of all outstanding shares of Class A Common
Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01
per share (collectively, the "Shares"), of U.S. Franchise Systems, Inc. (the
"Company"), except for an aggregate of 1,371,317 restricted Shares that are
subject to a right of repurchase and forfeiture and 2,408,494 additional
Shares owned by the filing persons, at a price per Share of $5.00 in cash.
As of October 2, 2000, there were 19,953,753 Shares outstanding. The amount
of the filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the value
of the transaction.

/ / Check the 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: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable

/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to
which the statement relates:

/X/ third-party tender offer subject to Rule 14d-1.

/ / issuer tender offer subject to Rule 13e-4.

/X/ going-private transaction subject to Rule 13e-3.

/ / amendment to Schedule 13d under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the third-party tender offer by USFS Acquisition Co., a Delaware corporation and
wholly owned subsidiary of Pritzker family business interests, to purchase all
of the issued and outstanding shares of Class A Common Stock, par value $.01 per
share, and Class B Common Stock, par value $0.01 per share, of U.S. Franchise
Systems, Inc., a Delaware corporation, at a price of $5.00 per share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 3, 2000 (the "Offer
to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A), and the
related Letter of Transmittal (the "Letter of Transmittal"), a copy of which is
attached hereto as Exhibit (a)(1)(B) (which, as they may be amended or
supplemented from time to time, together constitute the "Offer").

The information in the Offer to Purchase and Letter of Transmittal,
including all schedules and exhibits thereto, is incorporated herein by
reference in answer to all of the items in this Schedule TO, except as otherwise
set forth below.

ITEM 10. FINANCIAL STATEMENTS.

Not applicable.

ITEM 12. EXHIBITS.

(a)(1)(A) Offer to Purchase dated October 3, 2000.

(a)(1)(B) Letter of Transmittal.

(a)(1)(C) Notice of Guaranteed Delivery.

(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.

(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.

(a)(1)(F) Guidelines for Certification of Taxpayer Identification on
Substitute Form W-9.

(a)(2)-(4) Not applicable.

(a)(5) Text of press release, dated September 19, 2000, issued by
U.S. Franchise Systems, Inc., incorporated by reference to
the Schedule TO of USFS Acquisition Co. and SDI, Inc., filed
with the Securities and Exchange Commission on
September 19, 2000.

(b) Not applicable.

(c)(1) Fairness Opinion, dated September 18, 2000, of Banc of
America Securities LLC to the Board of Directors of
U.S. Franchise Systems, Inc. (included as Annex A to the
Offer to Purchase filed herewith as Exhibit (a)(1)(A)).

(c)(2) Materials dated September 18, 2000 presented by Banc of
America Securities LLC to the Board of Directors of U.S.
Franchise Systems, Inc.

(d)(1) Acquisition Agreement, dated as of September 18, 2000, by
and among U.S. Franchise Systems, Inc., SDI, Inc., USFS
Acquisition Co., Meridian Associates, L.P. and
HSA Properties, Inc., incorporated by reference to
Exhibit 2.1 to the Form 8-K of U.S. Franchise Systems, Inc.,
filed with the Securities and Exchange Commission on
September 20, 2000.

(d)(2) Hawthorn Termination Agreement, dated as of September 18,
2000, by and among U.S. Franchise Systems, Inc., Meridian
Associates, L.P., HSA Properties, Inc., Michael A. Leven,
and Neal K. Aronson, incorporated by reference to
Exhibit 10.1 to the Form 8-K of U.S. Franchise Systems,
Inc., filed with the Securities and Exchange Commission on
September 20, 2000.

(d)(3) Separation Agreement, dated September 18, 2000, by and
between U.S. Franchise Systems, Inc. and Neal K. Aronson,
incorporated by reference to Exhibit 10.2 to the Form 8-K of
U.S. Franchise Systems, Inc., filed with the Securities and
Exchange Commission on September 20, 2000.

(d)(4) Employment Agreement, dated as of September 18, 2000, by and
between U.S. Franchise Systems, Inc. and Michael A. Leven,
incorporated by reference to Exhibit 10.3 to the Form 8-K of
U.S. Franchise Systems, Inc., filed with the Securities and
Exchange Commission on September 20, 2000.

(d)(5) Employment Agreement, dated as of September 18, 2000, by and
between U.S. Franchise Systems, Inc. and Steven Romaniello,
incorporated by reference to Exhibit 10.4 to the Form 8-K of
U.S. Franchise Systems, Inc., filed with the Securities and
Exchange Commission on September 20, 2000.

(d)(6) Exchange Agreement, dated as of September 18, 2000, by and
among USFS Acquisition Co., Meridian Associates, L.P., HSA
Properties, Inc., Michael A. Leven, Andrea Leven, Jonathan
Leven, Robert Leven and Adam Leven, incorporated by
reference to Exhibit 99.1 to the Form 8-K of U.S. Franchise
Systems, Inc., filed with the Securities and Exchange
Commission on September 20, 2000.

(d)(7) Aronson Agreement, dated as of September 18, 2000, by and
among USFS Acquisition Co., Meridian Associates, L.P. and
Neal K. Aronson, incorporated by reference to Exhibit 99.2
to the Form 8-K of U.S. Franchise Systems, Inc., filed with
the Securities and Exchange Commission on September 20,
2000.

(f) Section 262 of the Delaware General Corporation Law
(included as Annex B to the Offer to Purchase filed herewith
as Exhibit (a)(1)(A)).

(g) Not applicable.

(h) 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.

Dated: October 3, 2000

SCHEDULE TO AND SCHEDULE 13E-3

USFS ACQUISITION CO.

By: /s/ DOUGLAS GEOGA
-----------------------------------------
Name Douglas Geoga
Title President

SDI, INC.

By: /s/ HAROLD S. HANDELSMAN
-----------------------------------------
Name Harold S. Handelsman
Title Vice President

HSA PROPERTIES, INC.

By: /s/ HAROLD S. HANDELSMAN
-----------------------------------------
Name Harold S. Handelsman
Title Vice President

MERIDIAN ASSOCIATES, L.P.

By: Meridian Investment, Inc.,
its general partner

By: /s/ HAROLD S. HANDELSMAN
-----------------------------------------
Name Harold S. Handelsman
Title Vice President

/s/ MICHAEL LEVEN
---------------------------------------------
Michael Leven

/s/ ANDREA LEVEN
---------------------------------------------
Andrea Leven

/s/ JONATHAN LEVEN
---------------------------------------------
Jonathan Leven

/s/ ROBERT LEVEN
---------------------------------------------
Robert Leven

/s/ ADAM LEVEN
---------------------------------------------
Adam Leven

/s/ STEVEN ROMANIELLO
---------------------------------------------
Steven Romaniello

SCHEDULE 13E-3

U.S. FRANCHISE SYSTEMS, INC.

By: /s/ STEPHEN D. ARONSON
-----------------------------------------
Name Stephen D. Aronson
Title Vice President, General Counsel
and Secretary

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION
- ----------- -----------

(a)(1)(A) Offer to Purchase dated October 3, 2000.

(a)(1)(B) Letter of Transmittal.

(a)(1)(C) Notice of Guaranteed Delivery.

(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.

(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.

(a)(1)(F) Guidelines for Certification of Taxpayer Identification.

(c)(1) Fairness Opinion, dated September 18, 2000, of Banc of
America Securities LLC to the Board of Directors of U.S.
Franchise Systems, Inc. (included as Annex A to the Offer to
Purchase filed herewith as Exhibit a(1)(A)).

(c)(2) Materials dated September 18, 2000 presented by Banc of
America Securities LLC to the Board of Directors of U.S.
Franchise Systems, Inc.

(f) Section 262 of the Delaware General Corporation Law
(included as Annex B to the Offer to Purchase filed herewith
as Exhibit (a)(1)(A)).