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): May 8, 1997
BUCKHEAD AMERICA CORPORATION
(Exact name of registrant as specified in charter)
Commission File Number 0-22132
Delaware 58-2023732
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
4243 Dunwoody Club Drive,
Suite 200 30350
Atlanta, Georgia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number including area code (770) 393-2662
(Former name or former address, if changed since last report) Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 8, 1997, Buckhead America Corporation, a Delaware corporation
(the "Company"), acquired all the outstanding capital stock of The Lodge Keeper
Group, Inc., an Ohio corporation ("LodgeKeeper"), pursuant to the terms of a
Stock Purchase Agreement dated March 7, 1997 by and among the Company,
LodgeKeeper and the stockholders of LodgeKeeper. LodgeKeeper manages 24 hotels
in Ohio, Indiana and Michigan.
Pursuant to the Stock Purchase Agreement, the purchase price paid by
the Company for all of the outstanding Common Stock of LodgeKeeper totalled
approximately $6.5 million after adjustments, consisting primarily of cash of
$825,000.00, $825,000.00 of unregistered shares of the Company's Common Stock,
the exact number of shares to be determined by dividing $825,000.00 by the
greater of (i) the Company's per share book value as reflected in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1996, or (ii) the
per share average selling price of the Company's Common Stock on The Nasdaq
Stock Market for the period beginning ten (10) business days prior to May 8,
1997 and terminating ten (10) business days after May 8, 1997, and the
assumption of approximately $4.8 million of debt. LodgeKeeper operates 18 hotels
under long-term leases, has management contracts for five Country Hearth Inn
hotels and owns one independent hotel. Of the 18 hotels under long-term leases,
LodgeKeeper operates 11 as Travelodges, five as LK Motels and two as LodgeKeeper
Inns. The consideration given to acquire the outstanding stock of LodgeKeeper
was determined as a result of arm's-length negotiations between unrelated
parties. The acquisition will be accounted for using the purchase method.
The description of the acquisition contained herein is qualified in its
entirety by reference to the Stock Purchase Agreement dated as of March 7, 1997
by and among the Company, LodgeKeeper and the stockholders of LodgeKeeper
incorporated herein by reference to Exhibit 2.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the financial statements required by
Item 7 (a) of Form 8-K. In accordance with Item 7(a)(4) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after May 23, 1997.
(b) Pro Forma Financial Information.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the pro forma financial information
required by Item 7(b) of Form 8-K. In accordance with Item 7(a)(4) of Form 8-K,
such financial statements shall be filed by amendment to this Form 8-K no later
than 60 days after May 23, 1997.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
2.1* Stock Purchase Agreement dated as of March 7, 1997 among the Company,
The Lodge Keeper Group, Inc. ("LodgeKeeper") and Stockholders of
LodgeKeeper.
_______________________
* Incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BUCKHEAD AMERICA CORPORATION
Date: May 22, 1997 By:/s/ Robert B. Lee
---------------------------------------
Robert B. Lee, Vice President and Chief
Financial Officer