-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BUU75lSUUOWBLYLz/f+BKqBl4PIQeAo2og34aNQGp3KCHrPDvjQr/mVqWj50q4Pt 5m+7a/Vt6pal5GNV2VdQcQ== 0000950144-00-004727.txt : 20000410 0000950144-00-004727.hdr.sgml : 20000410 ACCESSION NUMBER: 0000950144-00-004727 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000407 GROUP MEMBERS: JAMESON RESIDENTIAL DEVELOPMENT COMPANY, L.L.C. GROUP MEMBERS: KITCHIN THOMAS W SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAMESON INNS INC CENTRAL INDEX KEY: 0000914373 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 582079583 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49043 FILM NUMBER: 596018 BUSINESS ADDRESS: STREET 1: 8 PERIMETER CENTER E STREET 2: STE 8050 CITY: ATLANTA STATE: GA ZIP: 30346-1603 BUSINESS PHONE: 7709019020 MAIL ADDRESS: STREET 1: 1950 CENTURY BLVD NE STREET 2: STE 2 CITY: ATLANTA STATE: GA ZIP: 30345-3317 FORMER COMPANY: FORMER CONFORMED NAME: JAMESON CO DATE OF NAME CHANGE: 19931103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KITCHIN THOMAS W CENTRAL INDEX KEY: 0000898218 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8 PERIMETER CENTER EAST STREET 2: SUITE 8050 CITY: ATLANTA STATE: GA ZIP: 30346-1603 MAIL ADDRESS: STREET 1: 8 PERIMETER CENTER EAST STREET 2: SUITE 8050 CITY: ATLANTA STATE: GA ZIP: 30346 SC 13D 1 JAMESON INNS, INC. / THOMAS W. KITCHIN 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __ )* JAMESON INNS, INC. - ------------------------------------------------------------------------------- (Name of Issuer) 9.25% SERIES A CUMULATIVE PREFERRED STOCK, $1.00 PAR VALUE PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 470457 20 1 - ------------------------------------------------------------------------------- (CUSIP Number) THOMAS W. KITCHIN 8 PERIMETER CENTER EAST, SUITE 8050 ATLANTA, GEORGIA 30346-1603 (770) 901-9020 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 2, 1999 - ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 250.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. *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). 2 SCHEDULE 13D CUSIP NO. 470457 20 1 PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JAMESON RESIDENTIAL DEVELOPMENT COMPANY, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION GEORGIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 72,727 --------------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER -0- --------------------------------------------------------------- OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 72,727 PERSON --------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,727 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP NO. 470457 20 1 PAGE 3 OF 8 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THOMAS W. KITCHIN - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 72,727 --------------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER -0- --------------------------------------------------------------- OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 72,727 PERSON --------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,727 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 4 SCHEDULE 13D CUSIP NO. 470457 20 1 PAGE 4 OF 8 PAGES The information contained in this Schedule 13D is as of the date hereof, unless otherwise expressly provided herein. ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the 9.25% Series A Cumulative Preferred Stock, $1.00, par value per share ("Preferred Stock"), of Jameson Inns, Inc., a Georgia corporation ("Jameson"). The principal executive offices of Jameson are located at 8 Perimeter Center East, Suite 8050, Atlanta, Georgia 30346-1603. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is being filed by Jameson Residential Development Company, L.L.C., a Georgia limited liability company ("Jameson Residential"), and Thomas W. Kitchin ("Kitchin") who with his wife owns all the membership interests in Jameson Residential. Jameson Residential and Kitchin are sometimes referred to herein as the "Reporting Persons." (b) The business address of each of Jameson Residential and Kitchin is 8 Perimeter Center East, Suite 8050, Atlanta, Georgia 30346-1603. (c) The principal business of Jameson Residential is the construction of high end or upscale, luxury residential homes. Kitchin is the Chief Executive Officer and Chairman of the Board of Directors of Jameson. (d) and (e) None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Jameson Residential is organized under the laws of Georgia. Kitchin is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On April 2, 1999, Jameson Outdoor Advertising Company, a Georgia corporation and wholly-owned subsidiary of Jameson ("Jameson Advertising"), acquired the outdoor advertising assets in the form of billboards and other related assets from Jameson Hospitality, LLC, a Georgia limited liability company ("Jameson Hospitality), which is owned by Kitchin and his wife. The acquisition was completed pursuant to an Asset Purchase Agreement, dated as of April 2, 1999, among Jameson Advertising, Jameson and Jameson Hospitality. As consideration for the outdoor advertising assets, Jameson Hospitality received 72,727 shares of Preferred Stock and $400,000 in cash and Jameson Advertising assumed certain of its 5 SCHEDULE 13D CUSIP NO. 470457 20 1 PAGE 5 OF 8 PAGES liabilities. On December 30, 1999, Jameson Hospitality transferred its ownership in all 72,727 shares of Preferred Stock to Jameson Residential. ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons acquired the securities herein reported for investment purposes. Depending on market conditions, general economic conditions and other factors that each Reporting Person may deem significant to its respective investment decisions, any of the Reporting Persons may purchase shares of Preferred Stock in the open market or in private transactions or may dispose of all or a portion of the shares of Preferred Stock that they or any of them may acquire. None of the Reporting Persons has any present plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of Jameson or the disposition of securities of Jameson; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Jameson or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Jameson or any of its subsidiaries; (d) any change in the present board of directors or management of Jameson, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Jameson; (f) any other material change to Jameson's business or corporate structure; (g) changes in Jameson's charter or bylaws or other actions which may impede the acquisition of control of Jameson by any person; (h) the Preferred Stock or any other class of securities of Jameson to be delisted from the Nasdaq National Market; (i) the Preferred Stock or any other class of equity securities of Jameson becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. None of the Reporting Persons is bound to increase or decrease its or his holdings of Preferred Stock. Depending upon future developments, the Reporting Persons may, in their discretion, develop plans at any time or from time to time which could relate to or result in one or more of the actions or events described above. The Reporting Persons reserve the right to act with respect to their holdings as they deem in their own best interest. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) Jameson Residential is the record and beneficial owner of 72,727 shares of Preferred Stock which represents 5.7% of the outstanding shares of Preferred Stock. Such Reporting Person has the sole power to vote and dispose of such shares. Kitchin, who with his wife owns all the membership interests in Jameson Residential, is the beneficial owner of 72,727 shares of Preferred Stock which represents 5.7% of the outstanding shares of Preferred Stock. Kitchin has the sole power to vote and dispose of such 72,727 shares. (c) The Reporting Persons have not effected any transactions in the Preferred Stock during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares described in this Item 5. 6 SCHEDULE 13D CUSIP NO. 470457 20 1 PAGE 6 OF 8 PAGES (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of Jameson, including, but not limited to, transfer or voting of any of 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. MATERIAL TO BE FILED AS EXHIBITS Exhibit A Joint Filing Agreement, dated as of April 6, 2000, by and among the Reporting Persons (pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934). * * * * * * * * * * * 7 SCHEDULE 13D CUSIP NO. 470457 20 1 PAGE 7 OF 8 PAGES 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. Jameson Residential Development Company, L.L.C. April 6, 2000 By: /s/ Thomas W. Kitchin Date ------------------------------------------- Signature Thomas W. Kitchin, President ------------------------------------------- Name\Title April 6, 2000 /s/ Thomas W. Kitchin Date ------------------------------------------- Signature Thomas W. Kitchin ------------------------------------------- Name\Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than the executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). 8 SCHEDULE 13D CUSIP NO. 470457 20 1 PAGE 8 OF 8 PAGES EXHIBIT INDEX Exhibit A - Joint Filing Agreement, dated as of April 6, 2000, by and among the Reporting Persons (pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934). EX-99.A 2 JOINT FILING AGREEMENT 1 EXHIBIT A AGREEMENT MADE PURSUANT TO RULE 13D-1(K)(1)(III) JOINT FILING AGREEMENT This Joint Filing Agreement (this "Agreement") is made and entered into as of the 6th day of April, 2000, by and among the undersigned parties. In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the preferred stock of Jameson Inns, Inc., a Georgia corporation, and further agree that this Agreement be included as an exhibit to such joint filing (including amendments thereto). IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. Jameson Residential Development Company, L.L.C. By: /s/ Thomas W. Kitchin ----------------------------------------------- Thomas W. Kitchin, Manager /s/ Thomas W. Kitchin ----------------------------------------------- Thomas W. Kitchin -----END PRIVACY-ENHANCED MESSAGE-----