UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)*
BUCKHEAD AMERICA CORPORATION
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(NAME OF ISSUER)
COMMON STOCK PAR VALUE $.01
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(TITLE OF CLASS OF SECURITIES)
11835A-10-5
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(CUSIP NUMBER)
Azim P. Kassam, Hotel-Motel Management Corporation, Suite 201, Bldg. 200,
1950 N. Park Place,
Atlanta, Georgia 30339 (770) 303-0717
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 27, 2002 (original filing 12/21/94)
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Hotel-Motel Management Corporation
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(2) Check the Appropriate box if a Member of a Group* (A) [ ]
(B) [ ]
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(3) SEC use Only
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(4) SOURCE OF FUNDS*
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) Citizenship or Place of Organization Florida
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Number of Shares Beneficially Owned by Each Reporting Person With
(7) Sole Voting Power 137,700
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(8) Shared Voting Power N/A
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(9) Sole Dispositive Power 137,700
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(10) Shared Dispositive Power N/A
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(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 137,700
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(12) Check Box if Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11) 6.8%
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(14) Type of Reporting Person* CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 ("Common
Stock") of Buckhead America Corporation, a Delaware corporation ("Buckhead").
The principal executive offices of Buckhead are located at 7000 Central Parkway,
Suite 850, Atlanta, Georgia 30328.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Hotel-Motel Management Corporation, a
Florida corporation, ("H-M") having its principal business and executive offices
at Suite 201, Building 200, 1950 N. Park Place, Atlanta, Georgia 30339.
H-M is principally engaged in the management of hotels and motels for
related companies and the management of real estate.
H-M is a wholly owned subsidiary of P.H.K. Investments, Inc., a
Canadian corporation ("PHK") having its principal business and executive offices
at 53 Briarscross Blvd., Agincourt, Ontario M1S 3K6. PHK is the parent company
of H-M and Cassland Corporation ("Cassland"), a Georgia corporation, which owns
hotels and motels in the United States.
The executive officers of PHK, H-M and Cassland and the sole
shareholders of PHK (each owning 50% of the outstanding capital stock of PHK)
are:
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Name and Business Address Principal Occupation Citizenship
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Azim P. Kassam President and Director Canada
Suite 201, Bldg. 200 of PHK, Cassland and H-M
1950 N. Park Place
Atlanta, GA 30339
Pyarali H. Kassam Chairman and Director Canada
53 Briarscross Blvd. of PHK, Cassland and H-M
Agincourt, Ontario M1S 3K6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
H-M had acquired the Common Stock from time to time for purposes of
investment, and has no current plan to acquire control of Buckhead, although it
may acquire additional shares of Common Stock from time to time for investment
purposes through purchases in the NASDAQ market and/or in privately negotiated
transactions. H-M does not intend to participate in the management of Buckhead
but expects to exercise its rights as a shareholder in Buckhead in a manner
consistent with its equity interest. H-M has no plans or proposals that relate
to, or would result in, (a) the disposition of the Common Stock of Buckhead; (b)
an extraordinary corporate transaction involving Buckhead or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of Buckhead
or any of its subsidiaries; (d) a change in the present board of directors or
management of Buckhead; (e) a material change in the present capitalization or
dividend policy of Buckhead; (f) a material change in Buckhead's business or
corporate structure; (g) a change in the charter or by-laws of Buckhead or other
action that may impede the acquisition or control of Buckhead by any person; (h)
a class of securities of Buckhead being delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of Buckhead becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act; or (j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
H-M now owns 137,700 shares of Common Stock of Buckhead which
represents 6.8% of the shares of Common Stock outstanding based on the shares
reported as outstanding as reported on Form 10-K for the year ended December 31,
2001. These shares are beneficially owned by H-M which has the sole power to
vote and to direct the vote and the sole power to dispose and direct the
disposition of the shares of Common Stock.
During the past 60 days, H-M has sold the following number of shares of
Common Stock of Buckhead:
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Date of Transaction Transaction No. of Shares Price per Share
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3/27/02 Sale 80,500 $.17
All transactions were made in the NASDAQ market through a broker.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
PHK, Cassland, H-M and their directors and executive officers do not
have and have not had any contract, arrangement, understanding or relationship
with any person named in items 2, and between such persons and any person, with
respect to any securities of Buckhead, including but not limited to transfer or
voting of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
SIGNATURE.
After reasonable 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.
HOTEL-MOTEL MANAGEMENT CORPORATION
By: /s/ Azim P. Kassam
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Azim P. Kassam, President
April 10, 2002
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