UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)*
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)
January 17, 2001 (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).
(continued on following pages)
(Page 1 of 5 Pages)
CUSIP NO. 11835A-10-5 SCHEDULE 13D PAGE 2 OF 5 PAGES
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(1) Names of Reporting Persons
S.S. or 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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(7) Sole Voting Power
Number of 218,200
Shares ------------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned By N/A
Each ------------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 218,200
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(10) Shared Dispositive Power
N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
218,200
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares / /
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CUSIP NO. 11835A-10-5 SCHEDULE 13D PAGE 3 OF 5 PAGES
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(13) Percent of Class Represented by Amount in Row (11)
10.8%
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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.
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:
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
CUSIP NO. 11835A-10-5 SCHEDULE 13D PAGE 4 OF 5 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds to purchase the shares of Common Stock have been derived from working
capital of H-M.
ITEM 4. PURPOSE OF TRANSACTION.
H-M has acquired and sold 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 218,200 shares of Common Stock of Buckhead which represents
10.8% of the shares of Common Stock outstanding based on the shares reported as
outstanding as reported on Form 10-Q for the quarter ended September 30, 2000.
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 purchased and sold the following number of
shares of Common Stock of Buckhead:
Date of
Transaction Transaction No. of Shares Price per Share
----------- ----------- ------------- ---------------
11/28/00 Purchase 3,100 4.125
1/17/01 Sale 50,000 3.75
All transactions were made in the NASDAQ market through a broker.
CUSIP NO. 11835A-10-5 SCHEDULE 13D PAGE 5 OF 5 PAGES
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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
February 9, 2001
Page 5 of 5 pages