CUSIP
No. 419596-20-0
|
13D
|
Page
2 of 9 Pages
|
1
|
NAME
OF REPORTING PERSONS: Villa
Clare Partners, L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO.
See Item 3.
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Georgia
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
598,835
Shares of Class A Common Stock
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
598,835 Shares of Class A Common Stock
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,835
Shares of Class A Common Stock
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 419596-20-0
|
13D
|
Page
3 of 9 Pages
|
1
|
NAME
OF REPORTING PERSONS: West
Wesley Associates, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO.
See Item 3.
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Georgia
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
598,835
Shares of Class A Common Stock
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
598,835 Shares of Class A Common Stock
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,835
Shares of Class A Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 419596-20-0
|
13D
|
Page
4 of 9 Pages
|
1
|
NAME
OF REPORTING PERSONS: Clarence
H. Smith
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO/PF.
See Item 3.
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
81,479
Shares of Class A Common Stock
|
|
8
|
SHARED
VOTING POWER
600,785
Shares of Class A Common Stock
|
||
9
|
SOLE
DISPOSITIVE POWER
65,796
Shares of Class A Common Stock
|
||
10
|
SHARED
DISPOSITIVE POWER
616,468
Shares of Class A Common Stock
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,264
Shares of Class A Common Stock
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. 419596-20-0
|
13D
|
Page
5 of 9 Pages
|
(a) |
The
names of the persons filing this Schedule 13D are Villa Clare Partners,
L.P. (the “Partnership”),
West Wesley Associates, LLC and Clarence H. Smith (“Mr. Smith”), the
manager of West Wesley Associates, LLC, (collectively, the “Reporting
Persons”).
|
(b) |
The
address of the principal place of business of Villa Clare Partners,
L.P.
and West Wesley Associates, LLC is 158 West Wesley Road, Atlanta,
Georgia
30305. Mr. Smith’s business address is 780 Johnson Ferry Road, Suite 800,
Atlanta, Georgia 30342.
|
(c) |
Clarence
H. Smith’s principal occupation is as President and Chief Executive
Officer of the Company. Its principal business address is 780 Johnson
Ferry Road, Suite 800, Atlanta, Georgia
30342.
|
(d) |
and
(e): During the past five years, none of the Reporting Persons have
been
convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors) nor have any of them been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which resulted in such person being 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) |
Clarence
H. Smith is a citizen of the United States of
America.
|
CUSIP
No. 419596-20-0
|
13D
|
Page
6 of 9 Pages
|
(a) |
The
Partnership and West Wesley Associates, LLC do not currently plan
to
acquire future shares of the Company’s Class A Common Stock other than
shares that may be acquired through additional contributions to the
Partnership by its partners or to the LLC by its members. The Partnership
may accept additional partners in the future, who may contribute
additional shares of the Company’s Class A Common Stock, and the LLC may
accept additional members. The Partnership currently expects to accept
two
additional partners who will each likely make an initial contribution
of
666 shares, and the Partnership’s current partners will likely contribute
3,330 additional shares to the Partnership in the near future.
|
(b) |
The
Reporting Persons have no present plans or proposals which relate
to or
would result in an extraordinary corporate transaction involving
the
Company.
|
(c) |
The
Reporting Persons have no present plans or proposals which relate
to or
would result in a sale or transfer of a material amount of the Company’s
assets.
|
(d) |
The
Reporting Persons have no present plans or proposals which relate
to or
would result in any changes in composition of the Company’s present board
of directors, senior management, personnel or their compensation
or in the
number or term of directors.
|
(e) |
The
Reporting Persons have no present plans or proposals which relate
to or
would result in any changes in the Company’s present capitalization or
dividend policy of the Company.
|
(f) |
The
Reporting Persons have no present plans or proposals which relate
to or
would result in any other material change in the Company’s business or
corporate structure.
|
CUSIP
No. 419596-20-0
|
13D
|
Page
7 of 9 Pages
|
(g) |
The
Reporting Persons have no present plans or proposals which relate
to or
would result in changes in the Company’s charter, bylaws or other
governing instruments which may impede the acquisition of control
of the
Company by any person.
|
(h) |
The
Reporting Persons have no present plans or proposals which relate
to or
would result in causing any of the Company’s securities to be delisted
from a national securities
exchange.
|
(i) |
The
Reporting Persons have no present plans or proposals which relate
to or
would result in a class of securities of the company becoming eligible
for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
|
(j) |
The
Reporting Persons have no present plans or proposals which relate
to or
would result in any action similar to any of those enumerated above.
|
(a) |
and
(b) The Partnership beneficially owns 598,835 shares or 14.3% of
Class A
Common Stock of the Company over which its general partner, West
Wesley
Associates, LLC, wields voting and dispositive power and thus shares
beneficial ownership.
|
CUSIP
No. 419596-20-0
|
13D
|
Page
8 of 9
Pages
|
(c) |
Other
than 666 shares acquired by Mr. Smith pursuant to a distribution
from a
trust that terminated pursuant to a relative’s death, the only
transactions in the Company’s Class A Common Stock that the Reporting
Persons have consummated in the past 60 days have been pursuant to
the
formation of the Partnership and West Wesley Associates,
LLC.
|
(d) |
Not
applicable.
|
(e) |
Not
applicable.
|
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The Partnership’s current partners expect to contribute an additional 3,330 shares of the Class A Common Stock in the near future. The Partnership currently anticipates accepting two additional limited partners who will each likely contribute 666 shares of the Class A Common Stock | |
Except as described above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company. | |
Item 7. | Material to be Filed as Exhibits. |
None. |
CUSIP
No. 419596-20-0
|
13D
|
Page
9 of 9 Pages
|
May
30, 2007
|
VILLA
CLARE PARTNERS, L.P.
|
By:
|
/s/
Clarence H.
Smith
|
Clarence
H. Smith
|
|||
Manager
of West Wesley Associates, LLC
|
|||
(general
partner of Villa Clare Partners,
L.P.)
|
WEST
WESLEY ASSOCIATES, LLC
|
By:
|
/s/
Clarence H.
Smith
|
Clarence
H. Smith
|
|||
Manager
|
CLARENCE
H. SMITH
|
By:
|
/s/
Clarence H.
Smith
|
Clarence
H. Smith
|