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CBH Capital Corp, et al. – ‘SC 13D/A’ on 11/20/98 re: Meritage Hospitality Group Inc

As of:  Friday, 11/20/98   ·   Accession #:  892251-98-350   ·   File #:  5-40972

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/20/98  CBH Capital Corp                  SC 13D/A               1:9K   Meritage Hospitality Group Inc    Keating Muet… Klekamp/FA
          Christopher B. Hewett
          Meritage Capital Corp
          Robert E. Schermer, Jr.

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 10                                       6     21K

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
5Item 3. Source and Amount of Funds or Other Consideration
"Item 5. Interest in Securities of the Issuer 
SC 13D/A1st Page of 6TOC↑TopPreviousNext↓BottomJust 1st
 

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 -------------------------

SCHEDULE 13D
(RULE 13D-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-
 1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)

(Amendment No. 10) *

 Meritage Hospitality Group Inc., a Michigan corporation
--------------------------------------------------------------------------------
(Name of issuer)

 Common Shares, $.01 par value
--------------------------------------------------------------------------------
(Title of class of securities)

 59000K 10 1
--------------------------------------------------------------------------------
(CUSIP number)

 Christopher B. Hewett
 President
Meritage Capital Corp.
40 Pearl Street, N.W., Suite 900
Grand Rapids, Michigan 49503
(616) 776-2600
--------------------------------------------------------------------------------
 (Name, address and telephone number of person authorized to
 receive notices and communications)

 NOVEMBER 16, 1998
--------------------------------------------------------------------------------
 (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(e) 13d-1(f) or 13d-1(g),  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
disclosures provided in a prior cover page.                                     

The information required on 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).                                                                         

 Page 1 of 6 Pages


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CUSIP NO.  59000K 10 1             SCHEDULE 13D                Page 2 of 6 Pages

1    NAME OF REPORTING PERSON                                                   
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                      

Meritage Capital Corp.                                                
65-0457574                                                            

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                  (a)  [ ] 
                                                                      (b)  [X]

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT          
    TO ITEM 2(d) OR 2(e)                                                   [ ]

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Florida                                                               

  7    SOLE VOTING POWER

   -0-
NUMBER OF                                                                     
SHARES                                                                    
BENEFICIALLY                  8    SHARED VOTING POWER                          
OWNED BY EACH                                                                   
REPORTING                              1,392,858                              
PERSON WITH                                                                     
       9    SOLE DISPOSITIVE POWER

   -0-

         10   SHARED DISPOSITIVE POWER

         1,392,858

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,392,858                                                             

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
   CERTAIN SHARES                                                        [ ]

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

24.3%                                                                 

14   TYPE OF REPORTING PERSON                                                   

CO                                                                    


SC 13D/A3rd Page of 6TOC1stPreviousNext↓BottomJust 3rd

CUSIP NO.  59000K 10 1             SCHEDULE 13D                Page 3 of 6 Pages

1    NAME OF REPORTING PERSON                                                   
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                      

Christopher B. Hewett                                                 

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                  (a)  [ ] 
                                                                      (b)  [X]

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT          
    TO ITEM 2(d) OR 2(e)                                                   [ ]

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States of America                                              

  7    SOLE VOTING POWER

       250,739
NUMBER OF                                                                     
SHARES                                                                    
BENEFICIALLY                  8    SHARED VOTING POWER                          
OWNED BY EACH                                                                   
REPORTING                              1,392,858                              
PERSON WITH                                                                     
       9    SOLE DISPOSITIVE POWER

       250,739

         10   SHARED DISPOSITIVE POWER

         1,392,858

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

1,643,597                                                             

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
   CERTAIN SHARES                                                        [ ]

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

28.6%                                                                 

14   TYPE OF REPORTING PERSON                                                   

IN                                                                    


SC 13D/A4th Page of 6TOC1stPreviousNext↓BottomJust 4th

CUSIP NO.  59000K 10 1             SCHEDULE 13D                Page 4 of 6 Pages

1    NAME OF REPORTING PERSON                                                   
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                      

Robert E. Schermer, Jr.                                               

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                  (a)  [ ] 
                                                                      (b)  [X]

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT          
    TO ITEM 2(d) OR 2(e)                                                   [ ]

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States of America                                              

  7    SOLE VOTING POWER

       184,243
NUMBER OF                                                                     
SHARES                                                                    
BENEFICIALLY                  8    SHARED VOTING POWER                          
OWNED BY EACH                                                                   
REPORTING                              -0-                                    
PERSON WITH                                                                     
       9    SOLE DISPOSITIVE POWER

       184,243

         10   SHARED DISPOSITIVE POWER

   -0-

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

184,243                                                               

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
   CERTAIN SHARES                                                        [ ]

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

3.2%                                                                  

14   TYPE OF REPORTING PERSON                                                   

IN                                                                    


SC 13D/A5th Page of 6TOC1stPreviousNext↓BottomJust 5th

This Schedule 13D as previously  filed is amended in Items 3 through 5 by adding
the material below.                                                             

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

See Item 5(c) below.                                            

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

(a)  See pages 2, 3 and 4, nos. 11 and 13.                            

(b)  See pages 2, 3 and 4, nos. 7-10.                                 

     (c)  On October 16, 1998,  Mr.  Schermer used personal funds to acquire 500
          of the  Issuer's  common  shares at a price of $1.0625  per share.  On
          October 16, 1998,  Mr.  Schermer used personal funds to acquire 500 of
          the  Issuer's  common  shares  for his  minor  children  at a price of
          $1.1875 per share.  On October 22, 1998,  Mr.  Schermer  used personal
          funds to acquire 500 of the Issuer's common shares at a price of $1.25
per share. All transactions were market transactions.       

          On December 1, 1998,  options for 9,000 common  shares  granted to Mr.
          Schermer  pursuant to the 1996 Management  Equity  Incentive Plan will
          become  exercisable.  However,  because the option  exercise  price is
          greater than the current market price, these options currently have no
          value.  Because of Mr.  Hewett's  resignation  at President  and Chief
          Executive Officer on October 6, 1998, Mr. Hewett is no longer eligible
          for options pursuant to the 1996 Management Equity Incentive Plan. Mr.
          Hewett chose not to exercise any options  that had  previously  vested
          under the 1996 Management  Equity  Incentive Plan. On October 7, 1998,
          options for 5,000 common shares granted to Mr. Hewett  pursuant to the
          1996  Directors'  Share  Option  Plan became  exercisable.  The option
exercise price is $1.33 per share.                          

          On November 6, 1998, Meritage Capital Corp. ("MCC") transferred 51,509
          of the Issuer's common shares owned by MCC to Robert E. Schermer, Sr.,
          at a price of $1.4685 per share, as full payment of an obligation owed
          by MCC to Mr.  Schermer,  Sr. On November  16,  1998,  MCC sold,  in a
          private  transaction,  106,933 of the Issuer's  common shares owned by
MCC to Mr. Schermer, Sr. at a price of $1.375 per share.    

          In connection  with these  transactions,  beneficial  ownership in the
          Issuer is as follows:  Meritage  Capital  Corp. - 24.3%;  Mr. Hewett -
28.6%; and Mr. Schermer - 3.2%.                             

(d)  None.                                                            

(e)  Not applicable.                                                  

 Page 5 of 6 Pages


SC 13D/ALast Page of 6TOC1stPreviousNext↓BottomJust 6th

SIGNATURES

     After reasonable inquiry and to the best of their knowledge and belief, the
undersigned  certify that the  information  set forth in this statement is true,
complete and correct.                                                           

Dated:  November 19, 1998                     MERITAGE CAPITAL CORP.            

                                         By: /s/ Christopher B. Hewett
                                               ---------------------------
                                         Christopher B. Hewett
                             President

                                               /s/ Christopher B. Hewett
                                                --------------------------
                                           Christopher B. Hewett
                                  Individually

                                                 /s/ Robert E. Schermer, Jr.
                                                 ---------------------------
                                             Robert E. Schermer, Jr.
                                  Individually

             Page 6 of 6 Pages

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D/A’ Filing    Date First  Last      Other Filings
12/1/985
Filed on:11/20/988-K/A,  SC 13D
11/19/986
11/16/9815
11/6/985
10/22/985
10/16/985
10/7/985
10/6/985
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