-----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, L75ZqhND4DwIMyF36DEhjMTB4sV1tki6ndNFbcXTxhzfNqzQqZiGtdTLHkujcG2g JA3MCKbbpsSKLxW0mFGZPA== 0000914760-96-000268.txt : 19961205 0000914760-96-000268.hdr.sgml : 19961205 ACCESSION NUMBER: 0000914760-96-000268 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961204 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIHOST PROPERTIES INC CENTRAL INDEX KEY: 0000778423 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363312434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42259 FILM NUMBER: 96675787 BUSINESS ADDRESS: STREET 1: 2400 E DEVON AVE STE 280 CITY: DES PLAINES STATE: IL ZIP: 60018 BUSINESS PHONE: 7082984500 MAIL ADDRESS: STREET 1: 2400 E DEVON AVE STREET 2: SUITE 280 CITY: DES PLAINES STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA POP INC DATE OF NAME CHANGE: 19871111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TORCHIA H ANDREW CENTRAL INDEX KEY: 0001027555 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2400 E. DEVON AVE., SUITE 280 CITY: DES PLAINES STATE: IL ZIP: 60018 BUSINESS PHONE: 8472984500 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. Five)* Amerihost Properties, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03070-D-209 (CUSIP Number) H. Andrew Torchia, Richard A. D'Onofrio and Urban 2000 Corp. 2400 East Devon, Suite 204 Des Plaines, Illinois 60018 (847) 298-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 1996 (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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D CUSIP No. 03070-D-209 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS H. Andrew Torchia; ###-##-#### 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 // PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OF PLACE OF ORGANIZATION United States NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 269,400 BY EACH 8 SHARED VOTING POWER REPORTING PERSON 452,258 WITH 9 SOLE DISPOSITIVE POWER 269,400 10 SHARED DISPOSITIVE POWER 452,258 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,052 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES* /X/ Mr. Torchia disclaims beneficial ownership of 221,606 shares listed in Nos. 8 and 10 above 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% 14 TYPE OF REPORTING PERSON* IN *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. SCHEDULE 13D CUSIP No. 03070-D-209 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Richard A. D'Onofrio; ###-##-#### 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 PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OF PLACE OF ORGANIZATION United States NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 269,400 BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 452,258 9 SOLE DISPOSITIVE POWER 269,400 10 SHARED DISPOSITIVE POWER 452,258 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 491,006 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES* /X/ Mr. D'Onofrio disclaims beneficial ownership of 230,652 shares listed in Nos. 8 and 10 above 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% 14 TYPE OF REPORTING PERSON* IN *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. SCHEDULE 13D CUSIP No. 03070-D-209 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Urban 2000 Corp.; 36-3312432 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 PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OF PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 452,258 BY EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH 9 SOLE DISPOSITIVE POWER 452,258 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,258 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% 14 TYPE OF REPORTING PERSON* CO *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. Common Stock, par value $0.005 per share Amerihost Properties, Inc. ("Amerihost") 2400 East Devon Avenue, Suite 280 Des Plaines, Illinois 60018 Item 2. Identity and Background. (a) Name: Urban 2000 Corp. ("Urban") (b) Address of Principal Business Location and Principal Office: 2400 East Devon Avenue Suite 204 Des Plaines, Illinois 60018 (c) The principal business of Urban 2000 Corp. is business development for Amerihost and other participants in the hotel industry. The address of Urban's principal business and its principal office is the address given in item 2(b) above. (d) During the past five years, Urban has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, Urban has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Urban was or is subject to (i) a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to such laws. (f) Urban is a Delaware corporation. Item 3. Source and Amount of Funds or Other Considerations. Urban indirectly received the shares of Common Stock not previously reported when such were distributed to Urban Niles 2000 Corp., ("Urban Niles") a subsidiary of Urban, from a partnership in which Urban Niles was a general partner. Item 4. Purpose of Transaction. The acquisition described in Item 3 above was the result of a partnership distribution. The reporting persons presently do not have any definite plans regarding an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or a sale or transfer of a material amount of assets of the Company or any of its subsidiaries. The reporting persons reserve the right to acquire additional shares of Common Stock, to dispose of shares of Common Stock or to formulate other purposes, plans or proposals deemed advisable regarding the Company. Item 5. Interest in Securities of the Issuer. (a) Urban beneficially owns 452,258 shares of common stock, par value $0.005 per share of Amerihost. Of these shares, Urban owns: (1) 375,832 shares directly; (2) options to purchase 68,750 shares directly; and (3) 7,676 shares indirectly through its wholly owned subsidiary, Urban Niles. (b) Urban has sole voting power and sole dispositive power with respect to the 452,258 shares of common stock of Amerihost. (c) Urban and Urban Niles have had no transactions in the class of securities reported on that were effected during the past sixty days. (d) Urban is controlled by H. Andrew Torchia, its majority shareholder, sole director, president and treasurer. Richard A. D'Onofrio is a minority shareholder and the secretary of Urban. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Urban is not a party to any contracts, arrangements, understandings or relationships with respect to securities of Amerihost. Item 7. Material to be filed as Exhibits. A joint filing statement is filed as an exhibit to this Schedule 13D. Items 2-6 inclusive for H. Andrew Torchia Item 2. Identity and Background. (a) Name: H. Andrew Torchia (b) Business Address: 2400 East Devon Avenue Suite 204 Des Plaines, Illinois 60018 (c) Mr. Torchia's principal occupation is being the sole director, president and treasurer of Urban and the chairman and a director of Amerihost and Amerihost's subsidiary corporations. (d) During the past five years, Mr. Torchia has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years Mr. Torchia has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Mr. Torchia was or is subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to such laws. (f) Mr. Torchia is a Citizen of the United States of America. Item 3. Source and Amount of Funds or Other Considerations. Mr. Torchia received all of the options not previously reported as compensation for services rendered to Amerihost. Mr. Torchia received all of the shares not previously reported either: (i) as a distribution from Urban immediately following Urban's receipt of such shares in exchange for partnership interests which Urban owned or (ii) indirectly through Urban as a result of the receipt by Urban Niles (Urban's wholly-owned subsidiary) of shares in a partnership distribution (See Item 3 of Urban above). Item 4. Purpose of Transaction. The options were received by Mr. Torchia as compensation for services rendered to Amerihost. The shares of Common Stock which were not previously reported were received either (i) as a distribution from Urban immediately following Urban's receipt of such shares in exchange for partnership interests which Urban owned, or (ii) indirectly by Mr. Torchia due to a partnership distribution to Urban Niles. (See Item 3 of Urban above). The reporting persons presently do not have any definite plans regarding an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or a sale or transfer of a material amount of assets of the Company or any of its subsidiaries. The reporting persons reserve the right to acquire additional shares of Common Stock, to dispose of shares of Common Stock or to formulate other purposes, plans or proposals deemed advisable regarding the Company. Item 5. Interest in Securities of the Issuer. (a) Mr. Torchia beneficially owns 721,658 shares of common stock of Amerihost. Of these shares, Mr. Torchia owns (1) options to purchase 260,000 shares directly; (2) 9,400 shares directly; and (3) 452,258 shares indirectly through Urban. Mr. Torchia disclaims beneficial ownership of 221,606 shares owned directly or indirectly by Urban. (b) Mr. Torchia has shared voting power and shared dispositive power with respect to the 452,258 shares of common stock of Amerihost owned directly and indirectly by Urban. Mr Torchia has sole voting power and sole dispositive powers with respect to the 269,400 shares of common stock owned directly by Mr. Torchia. Mr. Torchia disclaims beneficial ownership of 221,606 shares owned directly or indirectly by Urban. (c) Mr. Torchia has had no transactions in the class of securities reported on that were effected during the past sixty days. (d) Mr. Torchia controls Urban and Urban Niles. He is the majority shareholder, sole director, president and treasurer of Urban and the sole director, president and treasurer of Urban Niles. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. Mr. Torchia is not a party to any contracts, arrangements, understandings or relationships with respect to securities of Amerihost. Item 7. Material to be filed as Exhibits. A joint filing statement is filed as an exhibit to this Schedule 13D. Items 2-6 inclusive for Richard A D'Onofrio Item 2. Identity and Background. (a) Name: Richard A. D'Onofrio (b) Business Address: 2400 East Devon Avenue Suite 280 Des Plaines, Illinois 60018 (c) Mr. D'Onofrio's principal occupation is being the executive vice president and a director of Amerihost and Amerihost's subsidiary corporations. He is also the secretary of Urban. (d) During the past five years, Mr. D'Onofrio has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years Mr. D'Onofrio has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Mr. D'Onofrio was or is subject to (i) a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to such laws. (f) Mr. D'Onofrio is a Citizen of the United States of America. Item 3. Source and Amount of Funds or Other Considerations. Mr. D'Onofrio received all of the options not previously reported as compensation for services rendered to Amerihost. Mr. D'Onofrio received all of the shares not previously reported either: (i) as a distribution from Urban immediately following Urban's receipt of such shares in exchange for partnership interests which Urban owned or (ii) indirectly through Urban as a result of the receipt by Urban Niles (Urban's wholly-owned subsidiary) of shares in a partnership distribution (See Item 3 of Urban above). Item 4. Purpose of Transaction. The options were received by Mr. D'Onofrio as compensation for services rendered to Amerihost. The shares which were not previously reported were received either (i) as a distribution from Urban immediately following Urban's receipt of such shares in exchange for partnership interests which Urban owned, or (ii) indirectly by Mr. D'Onofrio due to a partnership distribution to Urban Niles. (See Item 3 of Urban above). The reporting persons presently do not have any definite plans regarding an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or a sale or transfer of a material amount of assets of the Company or any of its subsidiaries. The reporting persons reserve the right to acquire additional shares of Common Stock, to dispose of shares of Common Stock or to formulate other purposes, plans or proposals deemed advisable regarding the Company. Item 5. Interest in Securities of the Issuer. (a) Mr. D'Onofrio beneficially owns 721,658 shares of common stock of Amerihost. Of these shares, Mr. D'Onofrio owns (1) options to purchase 260,000 shares directly; (2) 9,400 shares directly; and (3) 452,258 shares indirectly through Urban. Mr. D'Onofrio disclaims beneficial ownership of 230,652 shares owned directly or indirectly by Urban. (b) Mr. D'Onofrio has shared voting power and shared dispositive power with respect to the 452,258 shares of common stock of Amerihost owned directly by Urban and Urban Niles. Mr. D'Onofrio has sole voting power and sole dispositive powers with respect to the 269,400 shares of common stock owned directly by Mr. D'Onofrio. Mr. D'Onofrio disclaims beneficial ownership of 230,652 shares owned directly or indirectly by Urban. (c) Mr. D'Onofrio has had no transactions in the class of securities reported on that were effected during the past sixty days. (d) Mr. D'Onofrio owns 49% of the common stock of Urban. He is the secretary of Urban. (e) Not Applicable. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. Mr. D'Onofrio is not a party to any contracts, arrangements, understandings or relationships with respect to securities of Amerihost. Item 7. Material to be filed as Exhibits. A joint filing statement is filed as an exhibit to this Schedule 13D. Signatures 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. December 2, 1996 /s/ H. Andrew Torchia H. Andrew Torchia /s/ Richard A. D'Onofrio Richard A. D'Onofrio URBAN 2000 CORP. By: /s/ H. Andrew Torchia H. Andrew Torchia, President EXHIBIT TO SCHEDULE 13D DATED DECEMBER 2, 1996 H. ANDREW TORCHIA, RICHARD A. D'ONOFRIO AND URBAN 2000 CORP. JOINT FILING AGREEMENT H. Andrew Torchia ("Torchia"), Richard A. D'Onofrio ("D'Onofrio") and Urban 2000 Corp., a Delaware corporation ("Urban") hereby agree that the Schedule 13D to which this statement is attached is filed on behalf of Torchia, D'Onofrio and Urban and that any amendments to this amendment to Schedule 13D may be filed on behalf of Torchia, D'Onofrio and Urban. December 2, 1996 /s/ H. Andrew Torchia H. Andrew Torchia /s/ Richard A. D'Onofrio Richard A. D'Onofrio URBAN 2000 CORP. By: /s/ H. Andrew Torchia H. Andrew Torchia, President -----END PRIVACY-ENHANCED MESSAGE-----