UNITED STATES
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): March 24, 2003
RIDGEWOOD HOTELS, INC.
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(Exact name of Registrant as specified in its charter)
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Delaware 0-14019 58-1656330
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(State or Other
Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
100 Rue Charlemagne
Braselton, Georgia 30517
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(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code: (678) 425-6921
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1106 Highway 124
Hoschton, Georgia 30548
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure.
Ridgewood Hotels, Inc., a Delaware corporation ("Ridgewood"), and the
other parties to the action currently pending in the Court of Chancery of
the State of Delaware styled William N. Strassburger v. Michael M. Earley,
Luther A. Henderson, John C. Stiska, N. Russell Walden, and Triton Group,
Ltd., defendants, and Ridgewood Properties, Inc. (now known as Ridgewood
Hotels, Inc.), nominal defendant, C.A. No. 14267 (the "Action") have entered
into a Stipulation of Settlement pursuant to which the parties have agreed
to settle the Action. On March 24, 2003, the Stipulation of Settlement was
submitted to the Court of Chancery (the "Court") for approval together with
a request that the Court set a hearing date to determine whether the
settlement set forth therein should be approved.
The principal terms of the Stipulation of Settlement provide that, if the
Stipulation is approved by the Court and such approval becomes Final (as defined
in the Stipulation of Settlement):
(i) Certain of the defendants will pay to Ridgewood the aggregate
amount of $1,770,000. Ridgewood has agreed to use $1,645,000 of such funds
to make an offer to acquire the shares of Ridgewood's common stock held by
its Minority Stockholders (as such term is defined in the Stipulation of
Settlement). The defendants in the Action and Ridgewood's majority
stockholder, Fountainhead Development, LLC, have agreed that the shares of
Ridgewood's common stock held by them will not participate in the offer.
As a result, it is estimated that currently the holders of approximately
790,457 shares of Ridgewood's common stock may be eligible to participate
in such an offer, which would result in an offer of approximately $2.08
per share for such shares. The actual price at the time of any offer will
vary if the actual number of shares eligible to participate in such an
offer is greater or less than 790,457 shares.
(ii) All of the shares of Ridgewood's Series A Convertible Preferred
Stock will be cancelled in exchange for 1,350,000 shares of Ridgewood's
common stock (which will not be eligible to participate in the offer
described above) and Ridgewood's obligation to pay accrued but unpaid
dividends with respect to such preferred stock will be eliminated.
(iii) Defendant Walden will transfer his 32,000 shares of Ridgewood's
common stock to Ridgewood.
(iv) The Action will be dismissed and the defendants will be released
from any claims relating thereto.
In addition, certain of the defendants have agreed to pay the attorney's
fees and expenses of plaintiff's counsel up to $1,825,000, if such fees and
expenses are approved by the Court. Under the terms of the Stipulation of
Settlement, Ridgewood is not obligated to pay any of plaintiff's attorney's fees
or expenses.
The foregoing summary of certain of the terms of the Stipulation of
Settlement is qualified in its entirety by reference to the Stipulation of
Settlement which is filed as Exhibit 99.1 to this Report and incorporated herein
by reference.
2
There can be no assurance that the Stipulation of Settlement will be
approved by the Court or, if approved by the Court, when such approval will
become Final and if or when any offer will be made to the Minority Stockholders
pursuant to the Stipulation of Settlement. If the Stipulation of Settlement is
not approved by the Court, then it will be of no further effect, an offer will
not be made to the Minority Stockholders and the Action will continue.
The execution of the Stipulation of Settlement and the filing of this
Report are not and should not be construed as an offer to purchase or the
solicitation of an offer to sell any shares of Ridgewood's common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a)-(b) Financial Statements of Businesses Acquired and Pro Forma
Financial Information.
None.
(c) Exhibits.
99.1 Stipulation of Settlement dated March 19, 2003, by and among
William N. Strassburger, Michael M. Earley, Luther A.
Henderson, John C. Stiska, N. Russell Walden, Triton Group,
Ltd., Ridgewood Hotels, Inc., and Fountainhead Development
Corp.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
RIDGEWOOD HOTELS, INC.
/s/ Henk H. Evers
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By: Henk H. Evers
Its: President
Date: March 24, 2003
EXHIBIT INDEX
99.1 Stipulation of Settlement dated March 19, 2003, by and among William N.
Strassburger, Michael M. Earley, Luther A. Henderson, John C. Stiska,
N. Russell Walden, Triton Group, Ltd., Ridgewood Hotels, Inc., and
Fountainhead Development Corp.