SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 0-22132
BUCKHEAD AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-2023732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7000 Central Parkway, Suite 850,
Atlanta, Georgia 30328
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 393-2662
Securities registered pursuant to Section
12(b) of the Act:
Title of each class Name of each exchange on which registered
None Not Applicable
Securities registered pursuant to Section
12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
Registrant was approximately $932,927 at February 28, 2002. The number of common
shares outstanding at February 28, 2002 was 2,015,885 (exclusive of treasury
shares).
In filing the Annual Report on Form 10-K of Buckhead America Corporation
("Buckhead" or the "Company"), the Company anticipated that its Annual Meeting
of Stockholders would be held May 23, 2002 and therefore incorporated certain of
the information required by Part III by reference to the Company's Proxy
Statement for the Annual Meeting of Stockholders. The Company has subsequently
delayed the Annual Meeting of Stockholders, and, therefore, the Company's Proxy
Statement for the Annual Meeting of Stockholders will not be filed within the
120 day period following the end of the Company's fiscal year ended December 31,
2001. Accordingly, the undersigned registrant hereby amends Part III of its
Annual Report on Form 10-K as set forth below:
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Directors and Executive Officers.
The Company's directors and executive officers and their ages as of May 17,
2002 are as follows:
NAME OF NOMINEE AGE POSITION
Douglas C. Collins 49 Chairman of the Board of Directors, President, Chief
Executive Officer and Treasurer
Robert B. Lee 47 Senior Vice President, Chief Financial Officer, Secretary
and Director
William J. Selesky 38 Chief Operating Officer - The Lodge Keeper Group
David C. Glickman 39 Director
David B. Mumford 43 Director
Steven A. Van Dyke 42 Director
Douglas C. Collins. Mr. Collins became President and Chief Executive
Officer of Buckhead in December 1992, became a director of Buckhead in May 1995
and became Chairman of the Board of Directors in March 1999. Prior to joining
Buckhead, Mr. Collins served as President of Days Inns from February 1992
through September 1992 and Director of Days Inns from September 1992 through
November 1992. Mr. Collins served as Senior Vice President and Chief Financial
Officer of Days Inns from August 1990 through February 1992, after serving as
President of Imperial Hotels Corporation, a hotel chain owner and operator, from
April 1988 until May 1990. Mr. Collins joined Imperial Hotels Corporation in
August, 1980, serving as Vice President of Finance and Development from June
1984 to April 1988.
Robert B. Lee. Mr. Lee became Secretary of Buckhead in December 1992 and
became Vice President and Chief Financial Officer in July 1993. Mr. Lee was
named Senior Vice President of Buckhead in May 1996 and became a director in
June 1997. Prior to joining Buckhead, Mr. Lee served as the Corporate Controller
of Days Inns from October 1990 until December 1992. Prior to that, Mr. Lee
functioned in numerous capacities up to senior manager in the accounting and
audit practice of KPMG LLP from December 1979 to October 1990.
William J. Selesky. Mr. Selesky became Chief Operating Officer of The Lodge
Keeper Group, the Company's hotel management subsidiary in October 2000. From
1996 to 2000, Mr. Selesky served as an area general manager and regional
operations manager for Lodgian, Inc., a hospitality company.
David C. Glickman. Mr. Glickman became a director of Buckhead in 1999. Mr.
Glickman is a principal in Sedgewick Venture Capital, a venture capital and
advisory firm. From March 1999 to February 2002, he was a Senior Vice President
2
and Partner of Roulston & Company, a firm which provides financial management
services to individuals and institutions, and prior to that he was an Associate
Director with Bear Stearns & Co., Inc., an investment banking firm, and had
served in that capacity for more than the last five years.
David B. Mumford. Mr. Mumford became a director of Buckhead in 1999. He is
the President of Mumford Company, Inc., a national leader in the brokerage of
hotel real estate, and has served in that capacity for more than the last five
years.
Steven A. Van Dyke. Mr. Van Dyke became a director of Buckhead in 1997. Mr.
Van Dyke is the President and Chief Executive Officer of Bay Harbour Management,
L.C. ("Bay Harbour"), formerly known as Tower Investment Group, Inc. and has
served in that capacity for more than the last five years. Bay Harbour is an
investment advisor and manages multimillion-dollar private equity and debt
funds.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires Buckhead's executive officers and directors and persons
who beneficially own more than 10% of Buckhead's stock to file initial reports
of ownership and reports of changes in ownership with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
Executive officers, directors and greater than 10% beneficial owners are
required by SEC regulations to furnish Buckhead with copies of all Section 16(a)
forms they file.
Based solely on its review of copies of forms received by it pursuant to
Section 16(a) of the Exchange Act, or written representations from certain
reporting persons, Buckhead believes that during 2001 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with, except for Mr. William K. Stern and
Mr. Steven A. Van Dyke, each of whom filed one late Form 4.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the compensation paid by Buckhead to the
Chief Executive Officer, and the other executive officers whose salary and bonus
for 2001exceeded $100,000 ("Named Executive Officers") for the years ended
December 31, 2001, 2000 and 1999.
LONG-TERM
COMPENSATION
AWARDS
SECURITIES
ANNUAL UNDERLYING
YEAR ENDED COMPENSATION OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSIITON DECEMBER 31, SALARY (5) BONUS(5) SARs(#) COMMPENSATION($)
--------------------------- ------------ ---------- -------- ------- ----------------
Douglas C. Collins 2001 $ 300,000 19,944 - $ 7,003(b)
Chief Executive 2000 280,000 74,662 20,000 9,133
Officer 1999 260,000 158,265 17,000 8,600
Robert B. Lee 2001 139,800 5,609 - 6,637(c)
Chief Financial 2000 130,500 15,811 13,000 3,292
Officer 1999 121,275 39,868 11,000 8,531
William J. Selesky (a) 2001 87,500 20,152 -
Chief Operating 2000 14,494 2,000 5,000
Officer - Lodge
Keeper Group
(a) Mr. Selesky's employment with Buckhead America Corporation began on October
31, 2000.
3
(b) Employer's portion of 401(k) contribution ($3,825) and non-qualified
deferred compensation plan ($3,178).
(c) Employer's portion of 401(k) contribution ($3,109) and non-qualified
deferred compensation plan ($3,528).
OPTION GRANTS TABLE
No common stock options or stock appreciation rights were granted to the
named executive officers during the year ended December 31, 2001.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth the number and year-end value of unexercised
options granted to the Named Executive Officers as of December 31, 2001. No
options were exercised by the Named Executive Officers during 2001.
2001 YEAR-END OPTION VALUES
NUMBER OF SHARES OF VALUE OF UNEXERCISED
COMMON STOCK UNDERLYING IN-THE-MONEY OPTIONS AT
UNEXERCISED OPTIONS AT YEAR-
YEAR-END (#) END ($)(1)
---------------------------- --------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
-------------------- ---------------------------- --------------------------
Douglas C. Collins 101,333 6,667 $ 0 0
Robert B. Lee 54,667 4,333 0 0
William J. Selesky 3,333 1,667 0 0
---------------------
(1) Calculated based on the $1.00 closing sale price on The Nasdaq Stock Market
of the underlying securities on December 31, 2001
EMPLOYMENT AGREEMENTS
Douglas C. Collins. Buckhead has entered into an employment contract with
Mr. Collins for a term which expires in July 2002. If the contract is terminated
by Buckhead prior to the end of its term, other than for cause and within twelve
months following a change-in-control (generally, acquisition of control of over
50% of the common stock or a change in a majority of the board of directors),
Mr. Collins shall be entitled to the greater of his annual salary (as defined)
payable through the end of his employment term and one-half of his annual salary
for the rest of the year in which such termination occurs. If such event
occurred as of January 1, 2002, Mr. Collins would be entitled to a payment of
$218,674.
If Mr. Collins terminates his contract between 90 and 120 days following a
change-in-control or within 30 days following any demotion, diminution of
responsibility or pay or forced relocation occurring within twelve months of a
change-in-control, he shall be entitled to the lesser of his annual salary
through the end of his employment term, and one-half of his annual salary for
the year in which such termination occurs. If such event occurred as of January
1, 2002, Mr. Collins would be entitled to a payment of $187,435.
If Mr. Collins' employment is otherwise terminated without cause before the
expiration of his employment term, Buckhead must pay him an amount equal to his
annual salary for the year in which such termination occurs. If such event
occurred as of January 1, 2002, Mr. Collins would be entitled to a payment of
$374,869.
Robert B. Lee. Buckhead has entered into an employment contract with Mr.
Lee for a term which expires in July 2002. If the contract is terminated by
Buckhead prior to the end of its term, other than for cause and within twelve
months following a change-in-control, Mr. Lee shall be entitled to the greater
of his annual salary (as defined) payable through the end of his employment term
and one-half of his annual salary for the rest of the year in which such
termination occurs. If such event occurred as of January 1, 2002, Mr. Lee would
be entitled to a payment of $100,494.
If Mr. Lee terminates his contract between 90 and 120 days following a
change-in-control or within 30 days following any demotion, diminution of
responsibility or pay or forced relocation occurring within twelve months of a
change-in-control, he shall be entitled to the lesser of his annual salary
through the end of his employment term, and one-half of his annual salary for
the year in which such termination occurs. If such event occurred as of January
1, 2002, Mr. Lee would be entitled to a payment of $86,138.
4
If Mr. Lee's employment is otherwise terminated without cause before the
expiration of his employment term, Buckhead must pay him an amount equal to his
annual salary for the year in which such termination occurs. If such event
occurred as of January 1, 2002, Mr. Lee would be entitled to a payment of
$172,276.
BENEFIT PLANS
Employee Stock Option Plans
Buckhead's Employee Stock Option Plans (the "Option Plans") provide for the
grant of options to acquire a maximum of 520,000 shares of common stock. As of
March 31, 2002, options for 61,333 shares had been exercised under the Option
Plans, options for 310,000 shares were outstanding, and 148,667 shares remained
available for issuance.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The following table sets forth certain information regarding the beneficial
ownership of Buckhead's common stock as of March 31, 2002 by: (i) each person or
group of affiliated persons known by Buckhead to be the beneficial owner of more
than 5% of the outstanding common stock; (ii) the Named Executive Officers who
beneficially own shares of Buckhead's common stock; (iii) each director and
nominee for director of Buckhead; and (iv) all of Buckhead's executive officers
and directors as a group. Except as otherwise indicated in the footnotes to this
table, Buckhead believes that the persons named in this table have sole voting
and investment power with respect to all the shares of common stock indicated.
BENEFICIAL OWNERSHIP
BENEFICIAL OWNER AS OF MARCH 31, 2002
--------------------
SHARES PERCENTAGE
------ ----------
Bay Harbour Management L.C.(1)............... 1,213,502 47.2%
Patrick W. Hopper, TTEE(2)................... 220,000 10.9%
Hotel-Motel Management Corporation(3)........ 137,700 6.8%
Leon M. & Marsha C. Wagner(4)................ 124,181 6.2%
NY Motel Enterprises(5)...................... 112,821 5.6%
Douglas C. Collins(6)........................ 129,108 6.1%
Robert B. Lee(7)............................. 73,308 3.5%
William J. Selesky(8)........................ 3,333 *
David C. Glickman(9)......................... 14,000 *
David B. Mumford(10)......................... 14,500 *
William K. Stern(11)......................... 62,000 3.0%
Steven A. Van Dyke(1)........................ 1,248,533 48.1%
All officers, directors and nominees for
directors as a group (7 persons)(12)......... 1,537,774 54.1%
-----------------
* Represents beneficial ownership of less than 1%.
(1) The shares beneficially owned include 657,947 shares held by investment
funds for which Bay Harbour Management L.C. ("Bay Harbour"), a registered
investment advisor under the Investment Advisors Act of 1940, serves as
investment advisor. Also includes an aggregate of 555,555 shares which may
be acquired upon conversion of a convertible debenture held by investment
funds managed by Bay Harbour. Mr. Steven A. Van Dyke is the majority
stockholder, President and Chief Executive Officer of Bay Harbour, and may
therefore be deemed to be the beneficial owner of the shares held by Bay
Harbour. Mr. Van Dyke directly owns 10,031 shares and has the right to
acquire an additional 25,000 shares within 60 days of the date of this
proxy statement. The address of Bay Harbour Management L.C., is Suite 270,
777 South Harbour Island Boulevard, Tampa, FL 33602.
(2) The address of Patrick W. Hopper, TTEE is 2624 Pebblegold Avenue,
Henderson, Nevada 89074.
(3) The address of Hotel-Motel Management Corporation is 1950 North Park Place,
Building 200, Suite 201, Atlanta, GA 30339.
5
(4) Mr. Wagner holds 111,036 shares directly and Ms. Wagner, his spouse, holds
13,145 shares directly. The address of the Wagners is 8 Lincoln Woods,
Purchase, NY 10577
(5) The address of NY Motel Enterprises is 440 West 57th Street, New York, NY
10019.
(6) Includes 7,008 shares beneficially held by DC Hospitality, Inc., which is
85% owned by Mr. Collins and 15% owned by Mr. Lee and 108,000 shares
subject to options which are currently exercisable or which become
exercisable within 60 days of the date of this proxy statement.
(7) Includes 7,008 shares beneficially held by DC Hospitality, Inc., which is
15% owned by Mr. Lee and 85% owned by Mr. Collins and 59,000 shares subject
to options which are either currently exercisable or which become
exercisable within 60 days of the date of this proxy statement.
(8) Consists of 3,333 shares subject to options which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(9) Includes options to purchase 12,000 shares which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(10) Includes options to purchase 12,000 shares which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(11) Includes options to purchase 50,000 shares which are either currently
exercisable or which become exercisable within 60 days of the date of this
proxy statement.
(12) Includes options to purchase 269,333 shares which are currently exercisable
or which become exercisable within 60 days of the date of this proxy
statement. Also includes shares beneficially owned by Bay Harbour (See Note
(1)) and DC Hospitality, Inc. (See Note (6)).
EQUITY COMPENSATION PLAN INFORMATION
The following chart gives aggregate information regarding grants under all
equity compensation plans of the Company through December 31, 2001.
Number of securities
remaining available
Number of securities Weighted-average for future issuance and
to be issued upon exercise price of equity compensation
exercise of outstanding plans (excluding
outstanding options, options, securities reflected
Plan category warrants and rights warrants and rights in 1st column)
------------------------------------------ ---------------------- -------------------- -------------------------
Equity compensation plans approved by
securityholders (1) 310,000 $ 5.42 148,667
Equity compensation plans not approved
by securityholders -0- -0-
---------------------- -------------------- -------------------------
Total 310,000 $ 5.42 148,667
====================== ==================== =========================
----------------
(1) Represents options granted under the 1995, 1997, 1998, 1999 and 2000
Employee Stock Option Plans, each of which was approved by shareholders.
6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In connection with the 1997 Lodge Keeper acquisition, Buckhead assumed a
lease for office space in Prospect, Ohio. The lease requires annual rent
payments of approximately $60,000 through 2006. Members of the immediate family
of Mr. Devine, a former executive officer and director of Buckhead, own 50% of
the lessor.
Also in connection with the Lodge Keeper acquisition, Mr. Devine executed a
$250,000 note payable to Buckhead for certain inventory and equipment which did
not relate to Lodge Keeper's primary business. The note bore interest at 10% and
was fully repaid in March, 2001.
During 2001, 2000 and 1999, Mumford Company, Inc. earned aggregate
brokerage commissions of $403,250, $210,875 and $63,000, respectively, relating
to Buckhead's sale of hotel properties. Mr. Mumford, a director of Buckhead, is
the President of Mumford Company, Inc.
Buckhead has entered into various hotel lease agreements with an affiliate
(the "Lessor") of Hotel-Motel Management Corporation, a former beneficial holder
of more than 5 percent of the common stock. As of December 31, 2001, Buckhead
had advanced the Lessor a total of $684,082 in lease deposits. Such deposits
bear interest at 8%. Buckhead paid rent of $463,114 in 2001, $374,642 in 2000
and $220,049 in 1999 to the Lessor.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BUCKHEAD AMERICA CORPORATION
May 28, 2002 By: /s/ Robert B. Lee
-----------------------------------------
Robert B. Lee,
Chief Financial Officer
(Principal Financial and Accounting Officer)
1474255v1