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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): September 23, 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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 23, 1997, Hatfield Inns, LLC, a Delaware limited liability
company ("Hatfield"), was merged with and into BLM-RH, Inc., a Delaware
corporation ("BLM") wholly-owned by Buckhead America Corporation (the
"Company"), pursuant to an Agreement of Merger ("Merger Agreement"). Hatfield
owned seven Hatfield Inns located in Kentucky and Missouri, with one additional
Hatfield Inn under construction in Harrodsburg, Kentucky. The Hatfield hotels
will be converted to the Company's Country Hearth Inn and Suites hotel concept.
Pursuant to the Merger Agreement, the total aggregate consideration paid to
the former members of Hatfield by the Company was approximately $10.12 million,
consisting of $3 million of 10% nonvoting cumulative preferred stock (30,000
shares) of the Company at $100 per share and the assumption of approximately
$7.12 million of debt. The preferred stock issued to the former members of
Hatfield will be convertible into Company Common Stock after seven years at the
market price at that time. The consideration given to acquire the business of
Hatfield was determined as a result of arm's-length negotiation between
unrelated parties, and the merger will be accounted for using the purchase
method of accounting.
The description of the merger contained herein is qualified in its
entirety by reference to the Merger Agreement, as amended, dated as of March 11,
1997 by and among the Company, BLM, Hatfield and the members of Hatfield
incorporated herein by reference to Appendix B of the Company's Definitive Proxy
Statement filed with the Securities and Exchange Commission on June 9, 1997, as
amended by the Second Amendment thereto, filed as Exhibit 2.1.1 hereto and
hereby incorporated by reference herein.
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
December 8, 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 December 8, 1997.
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(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
2.1* Agreement of Merger, as amended, dated as of March 11, 1997 among the
Company, BLM-RH, Inc., Hatfield Inns, LLC, Guy Hatfield, Dorothy
Hatfield, and Hatfield Inn Advisors, LLC.
2.1.1+ Second Amendment to Agreement of Merger, dated as of September 17,
1997 among the Company, BLM-RH, Inc., Hatfield Inns, LLC, Guy
Hatfield, Dorothy Hatfield, and Hatfield Inn Advisors, LLC.
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* Incorporated herein by reference to Appendix B of the Registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on June 9,
1997.
+ Filed herewith. In accordance with Item 601(b)(2) of Regulation S-B, the
schedules have been omitted and a list briefly describing the schedules is
contained at the end of the Exhibit. The Company will furnish supplementally a
copy of any omitted schedule to the Commission upon request.
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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: October 8, 1997 By:/s/ Robert B. Lee
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Robert B. Lee, Vice President and Chief
Financial Officer
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