BRIDGESTREET ACCOMMODATIONS INC, S-1/A, 1997-06-18

BRIDGESTREET ACCOMMODATIONS INC
S-1/A, 1997-06-18
HOTELS & MOTELS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1997

REGISTRATION NO. 333-26647

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------
BRIDGESTREET ACCOMMODATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

<TABLE>
<S> <C> <C>
DELAWARE 7021 04-3327773
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

1896 GEORGETOWN ROAD
HUDSON, OH 44236
(216) 650-2425
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

WILLIAM N. HULETT, III
BRIDGESTREET ACCOMMODATIONS, INC.
1896 GEORGETOWN ROAD
HUDSON, OH 44236
(216) 650-2425
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

------------------------

COPIES OF COMMUNICATIONS TO:

CONSTANTINE ALEXANDER, ESQUIRE MARTIN CARMICHAEL, P.C.
NUTTER, MCCLENNEN & FISH, LLP GOODWIN, PROCTOR & HOAR, LLP
ONE INTERNATIONAL PLACE EXCHANGE PLACE
BOSTON, MA 02110 BOSTON, MA 02109
(617) 439-2000 (617) 570-1000

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If the Form is a post-effective amendment filed pursuant to Rule 426(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED JUNE 18, 1997

BRIDGESTREET ACCOMMODATIONS, INC.
COMMON STOCK

------------------------

Of the shares of Common Stock offered hereby, shares
are being issued and sold by BridgeStreet Accommodations, Inc. ("BridgeStreet"
or the "Company") and shares are being sold by certain stockholders of
the Company (the "Selling Stockholders"). See "Principal and Selling
Stockholders." The Company will not receive any proceeds from the sale of Common
Stock by the Selling Stockholders. See "Use of Proceeds." Prior to this
offering, there has been no public market for the Common Stock. It is currently
estimated that the initial public offering price will be between $ and
$ per share. See "Underwriting" for a discussion of the factors
considered in determining the initial public offering price.

Application has been made for quotation of the Common Stock on the Nasdaq
National Market under the symbol "BEDS."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN RISKS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
=======================================================================================================

<CAPTION>
Proceeds to
Price to Underwriting Proceeds to Selling
Public Discounts(1) Company(2) Stockholders
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Per Share.............................. $ $ $ $
- -------------------------------------------------------------------------------------------------------
Total.................................. $ $ $ $
=======================================================================================================
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."

(2) Before deducting expenses of the Offering estimated at $2,160,000, payable
by the Company.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to additional shares of Common Stock from the Company on the same
terms and conditions as set forth above solely to cover over-allotments, if
any. If the Underwriters exercise such option in full, the total Price to
Public, Underwriting Discount, Proceeds to Company and Proceeds to Selling
Stockholders will be $ , $ , $ and $ ,
respectively. See "Underwriting."

------------------------

The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by them, subject to their
right to reject any order in whole or in part and to certain other conditions.
The Underwriters reserve the right to withdraw, cancel or modify such offer and
to reject offers in whole or in part. It is expected that delivery of
certificates for the shares of the Common Stock will be made at the offices of
Legg Mason Wood Walker, Incorporated, Baltimore, Maryland on or about
, 1997.

------------------------

LEGG MASON WOOD WALKER

INCORPORATED

------------------------
, 1997
<PAGE> 3

[MAP AND PHOTOS TO COME]

THE UNDERWRITERS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH
TRANSACTIONS MAY INCLUDE THE PURCHASE OF THE COMMON STOCK TO STABILIZE ITS
MARKET PRICE, THE PURCHASE OF THE COMMON STOCK TO COVER SYNDICATE SHORT
POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."

------------------------

The Company intends to furnish its stockholders with annual reports
containing audited consolidated financial statements and an opinion thereon
expressed by an independent public accounting firm, and with quarterly reports
for the first three quarters of each fiscal year containing unaudited interim
consolidated financial information.

The Company has filed an application with the United States Patent and
Trademark Office to register the service mark "BridgeStreet."
<PAGE> 4

- --------------------------------------------------------------------------------
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and pro forma and historical financial statements, including the
notes thereto, appearing elsewhere in this Prospectus. BridgeStreet
Accommodations, Inc. ("BridgeStreet" or the "Company") was incorporated in 1996,
and in January and March 1997 acquired by merger (the "Combination") five
flexible accommodation service providers (the "Founding Companies"). See
"Combination." Unless otherwise indicated, the information contained in this
Prospectus (i) gives effect to the Combination and (ii) assumes that the
Underwriters' over-allotment option will not be exercised. Investors should
carefully consider the information set forth under the heading "Risk Factors."

THE COMPANY

BridgeStreet is a leading provider of flexible accommodation services,
primarily for business people and professionals requiring lodging for one week
to several months. The Company offers high-quality, fully-furnished apartments,
townhouses, condominiums and, to a lesser extent, houses (collectively,
"accommodations"). Together with the specialized amenities offered by the
Company, these accommodations are intended to provide guests with a "home away
from home." As of March 31, 1997, BridgeStreet had more than 2,100 units under
lease in 16 metropolitan areas located in the Midwest and Mid-Atlantic regions
of the United States, and an occupancy rate of approximately 90%.

As a provider of flexible accommodation services, BridgeStreet leases
substantially all of its accommodations on a short-term basis from property
managers, and then rents them to its clients. This enables the Company to (i)
adjust the quantity, mix and location of its accommodations as client needs
dictate and local economic conditions warrant, (ii) expand and enter new markets
without the costs and lead times associated with investing in "bricks and
mortar" and (iii) avoid the fixed costs associated with ownership or long-term
leasing of real estate. The Company also leases the furniture for its
accommodations on a short-term basis from furniture rental companies. These
furniture leasing arrangements enable BridgeStreet to maintain well-appointed,
modern and attractive accommodations, upgrade and replace furniture as needed,
and satisfy specific furnishing requests. BridgeSteet's leasing strategy
distinguishes it from fixed-location lodging providers, such as all-suite or
extended-stay hotels, that own their lodging facilities and furnishings or lease
them on a long-term basis.

Traditionally, travelers on extended trips have stayed in hotels and
motels. According to industry sources, in 1995, guests staying four or more
nights represented approximately 30% of total domestic hotel stays during that
year. The Company believes that business travelers on extended trips
increasingly desire alternatives to conventional hotel and motel rooms, which
typically lack the spaciousness and amenities of home. The Company believes that
this has been an important factor in the recent growth in the extended-stay
segment of the lodging industry. Participants in this segment include flexible
accommodation service providers, all-suite hotels and extended-stay hotels.

By providing flexible accommodation services, the Company can satisfy
client requests for accommodations in a variety of locations and neighborhoods,
as well as requests for accommodations of specific types and sizes. The
substantial majority of the Company's accommodations are located within
high-quality property complexes that typically feature, among other things,
in-unit washers and dryers, dedicated parking and access to fitness facilities
(including, in many cases, pools, saunas and tennis courts). In addition, at a
guest's request, BridgeStreet can upgrade an accommodation by providing
specialized amenities such as office furniture, fax machines and computers. The
Company's accommodations generally are priced competitively with all-suite and
upscale extended-stay hotel rooms even though, on average, they are
substantially larger. For example, BridgeStreet's one-bedroom unit averages
approximately 750 square feet versus approximately 400 square feet for a
one-bedroom unit at a typical all-suite or upscale extended-stay hotel.

- --------------------------------------------------------------------------------
3
<PAGE> 5
- --------------------------------------------------------------------------------

to 1,936 units on December 31, 1996, representing a compound annual growth rate
of 36%. In addition, combined net revenues increased from $18.9 million in 1994
to $37.6 million in 1996, representing a compound annual growth rate of 41%.

The Company plans to achieve its goal of becoming a leading national
provider of flexible accommodation services by implementing an aggressive
acquisition program and a national operating strategy designed to increase
internal revenue growth, cost efficiencies and profitability. Key elements of
the Company's business strategy include:

Growth through Acquisitions. The Company believes that the flexible
accommodation services industry is highly fragmented, with over 400
geographically dispersed companies in the United States, few of which have more
than a regional presence. BridgeStreet plans to take advantage of the fragmented
nature of the industry by acquiring flexible accommodation service companies in
major metropolitan areas frequented by business travelers. BridgeStreet intends
to implement its business model at each acquired company as soon as practicable
after the acquisition is completed. BridgeStreet's acquisition strategy is to:

- Enter New Geographic Markets and Establish Nationwide Coverage. In each
new market, the Company initially will target for acquisition one local
or regional flexible accommodation services provider having the size and
quality of operations suitable for serving as the Company's base for
expansion in the market. Acquisitions in new markets will enable
BridgeStreet to (i) gain local or regional market share rapidly, (ii)
increase sales to existing clients by meeting their needs for
accommodations in other regions, (iii) increase sales to the acquired
company's clients by providing them with access to BridgeStreet's growing
national network and (iv) establish the BridgeStreet brand name in new
regions and enhance its nationwide recognition.

- Expand Within Existing Markets. Once the Company has established
operations in a new region, it may seek to expand its market share by
acquiring other flexible accommodation service providers within that
region. The Company believes that it can achieve operating efficiencies
by incorporating the businesses of smaller acquired companies into the
Company's operations without any significant increase in infrastructure.

National Operating Strategy. The Company has begun to implement a national
operating strategy with the following components:

- Maximize Sales to Existing and New Clients. The Company plans to
maximize sales to existing corporate clients and to obtain new clients
through a national sales and marketing program which highlights the
Company's expanding national network. Many of the Company's clients are
Fortune 1000 companies with significant, national employee lodging
requirements. These corporate clients generally have numerous key
decision makers (such as human resource directors, relocation managers or
training directors) who both establish and administer company travel and
accommodation policies. The Company plans to obtain a greater share of
each client's lodging requirements by establishing relationships with
additional key decision makers and emphasizing the Company's expanding
national presence.

- Achieve Cost Efficiencies. The Company believes it should be able to
reduce total operating expenses of the Founding Companies and any
additional acquired companies by consolidating certain functions
performed separately by such companies. In addition, the Company believes
that as a large, national flexible accommodation services company, it
should be able to achieve lower costs (as a percentage of revenues)
compared to those of the individual Founding Companies and other acquired
companies in such areas as leasing accommodations and furniture,
purchasing certain hard and soft goods, and obtaining financing
arrangements, employee benefits and insurance.

- Adopt Best Practices. The Company will continue reviewing its operations
at the local and regional operating levels in order to identify "best
practices" that can be implemented throughout its operations. Areas where
"best practices" may be utilized include accommodation pricing, occupancy
management and cash flow management. BridgeStreet believes the
implementation of these practices will enable the Company to provide
superior customer service and maximize sales opportunities.

- --------------------------------------------------------------------------------
4
<PAGE> 6
- --------------------------------------------------------------------------------

- Implement Management Information System. BridgeStreet intends to develop
and implement a centrally-controlled, computerized management information
system that will integrate the Company's customer contact, sales,
marketing, finance, telephone, property management, internet access,
lease management and reservation functions. BridgeStreet believes that
the proposed system will enable it to deliver superior customer service,
more efficiently manage its operations and achieve cost savings.

The Company is a Delaware corporation. Its principal executive offices are
located at 1896 Georgetown Road, Hudson, Ohio 44236 and its telephone number is
(216) 650-2425. As used herein, unless the context otherwise requires,
"BridgeStreet" or the "Company" refers to BridgeStreet Accommodations, Inc. and
its wholly-owned subsidiaries.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.......... shares

Common Stock offered by the Selling
Stockholders............................... shares

Common Stock to be outstanding after the
offering................................... shares (1)

Use of proceeds.............................. To repay certain indebtedness, including
indebtedness of the Founding Companies assumed
by the Company in connection with the
Combination, the outstanding principal amount
under the Company's revolving credit facility
and certain advances made to the Company by an
affiliated party, to implement an enhanced
management information system and for general
corporate purposes, including working capital
and future acquisitions. See "Use of
Proceeds."

Proposed Nasdaq National Market symbol....... BEDS
</TABLE>

- ---------------
(1) Excludes an aggregate of 1,100,000 shares of Common Stock reserved for
issuance under the Company's 1997 Equity Incentive Plan and Stock Plan for
Non-Employee Directors. Of this amount, 434,000 and 37,500 shares of Common
Stock will be issuable upon exercise of outstanding options under the 1997
Equity Incentive Plan and Stock Plan for Non-Employee Directors,
respectively. See "Management -- Director Compensation" and " -- Executive
Compensation; Equity Incentive Plan."

- --------------------------------------------------------------------------------
5
<PAGE> 7
- --------------------------------------------------------------------------------

SUMMARY UNAUDITED PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AND FOOTNOTE DATA)

The following summary unaudited pro forma financial data presents certain
data for the Company, as adjusted for (i) the effects of the Combination on a
historical basis, (ii) the effects of certain pro forma adjustments to the
historical financial statements of the Founding Companies and (iii) the
consummation of this offering. See the Company's Unaudited Pro Forma Combined
Financial Statements, each of the Founding Companies' financial statements and
the notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1996
------------
<S> <C>
PRO FORMA COMBINED STATEMENT OF OPERATIONS DATA(1):
Revenues.................................................................... $37,566
Operating income(2)......................................................... 2,115
Income before income taxes(3)............................................... 2,108
Net income(4)............................................................... $ 1,196
=======
Net income per share........................................................ $
=======
Weighted average shares outstanding.........................................
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------------------
PRO FORMA
PRO FORMA(1) AS ADJUSTED(5)
-------------- --------------
<S> <C> <C>
PRO FORMA COMBINED BALANCE SHEET DATA:
Working capital (deficit)...................................... $ (46) $10,718
Total assets................................................... 13,353 22,976
Long-term debt, net of current maturities...................... 1,087 --
Total stockholders' equity..................................... 7,682 19,298
</TABLE>

- ---------------

(1) The Pro Forma Combined Statement of Operations Data assumes that the
Combination and this offering took place on January 1, 1996. The Pro Forma
Combined Balance Sheet Data assumes that the Combination took place as of
December 31, 1996. This data is not necessarily indicative of the results
the Company would have had if these events actually then occurred or of the
Company's future results. The Pro Forma Combined Statement of Operations
Data excludes (i) any adjustments for the compensation to be paid in 1997
for services to be rendered in 1997 by the Company's Chief Executive Officer
and Chief Financial Officer pursuant to their employment agreements, and
(ii) non-recurring, non-cash compensation expense recorded in the first
quarter of 1997 in connection with the accelerated vesting of restricted
stock. The pro forma data presented herein is based on preliminary
estimates, available information and certain assumptions that management
deems appropriate and should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Prospectus.
(2) Reflects (i) the reduction of $552,000 in salary and benefits to executives
of the Founding Companies and (ii) the $172,000 amortization of goodwill to
be recorded as a result of the Combination assuming a 35-year amortization
period.
(3) Reflects an interest expense reduction of $158,000 related to bank debt and
notes payable to be repaid from the net proceeds of this offering.
(4) Reflects an increase in the Company's historical provision for income taxes
of $373,000 to account for the Company's estimated consolidated effective
tax rate subsequent to the Combination, after considering nondeductible
goodwill amortization.
(5) Reflects the issuance of shares of Common Stock by the
Company in this offering and the application of the net proceeds as
described under "Use of Proceeds."

- --------------------------------------------------------------------------------
6
<PAGE> 8

SUMMARY INDIVIDUAL FOUNDING COMPANY FINANCIAL AND OTHER DATA
(DOLLARS IN THOUSANDS)

The following table presents summary data for each of the Founding
Companies (including their respective affiliates, if any) for the three most
recent fiscal years.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1994 1995 1996
------ ------ -------
<S> <C> <C> <C>
Temporary Corporate Housing Columbus, Inc.
Revenues........................................................ $8,309 $9,754 $12,502
Operating income................................................ 206 336 1,087
Operating income, pro forma(1).................................. 156 390 1,170
Number of units at end of year.................................. 510 539 624
Corporate Lodgings, Inc.
Revenues........................................................ $4,069 $6,067 $ 8,820
Operating income................................................ 87 39 195
Operating income, pro forma(1).................................. 76 184 255
Number of units at end of year.................................. 213 301 434
Exclusive Interim Properties, Ltd.(2)
Revenues........................................................ $4,015 $5,521 $ 8,626
Operating income................................................ 104 300 213
Operating income, pro forma(1).................................. 166 490 344
Number of units at end of year.................................. 125 302 441
Home Again, Inc.
Revenues........................................................ $ 532 $1,570 $ 4,035
Operating income................................................ 49 74 315
Operating income (loss), pro forma(1)........................... (77) (51) 200
Number of units at end of year.................................. 40 100 198
Temporary Housing Experts, Inc.
Revenues........................................................ $2,000 $3,086 $ 3,583
Operating income (loss)......................................... 115 30 (73)
Operating income, pro forma(1).................................. 161 194 148
Number of units at end of year.................................. 153 214 239
</TABLE>

- ---------------

(1) Reflects (i) an adjustment to the compensation of an executive of the
Founding Company to reflect the compensation to be paid to such executive
pursuant to an employment agreement signed in connection with the
Combination and (ii) amortization of goodwill to be recorded as a result of
the Combination, assuming a 35-year amortization period and the push-down of
goodwill to the acquired entities. The adjustment increased (decreased)
historical operating income for each Founding Company as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
COMPANY 1994 1995 1996
-------------------------------------------------------- ---- ----- -----
<S> <C> <C> <C>
Temporary Corporate Housing Columbus, Inc............... $(50) $ 54 $ 83
Corporate Lodgings, Inc................................. (11) 145 60
Exclusive Interim Properties, Ltd.(2)................... 62 190 131
Home Again, Inc......................................... (126) (125) (115)
Temporary Housing Experts, Inc.......................... 46 164 221
</TABLE>

(2) Prior to the Combination, Exclusive Interim Properties, Ltd.'s fiscal year
end was March 31. The 1994 and 1995 data presents data for that company's
fiscal years ended March 31, 1995 and 1996, respectively. The 1996 data
presents 12 months of data derived from the unaudited three-month period
ended March 31, 1996 and the audited nine-month period ended December 31,
1996.

7
<PAGE> 9

RISK FACTORS

The following factors should be considered, together with the other
information in this Prospectus, in evaluating an investment in the Company. This
Prospectus contains, in addition to historical information, forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ significantly from the results discussed in the forward-looking
statements as a result of any number of factors, including the risk factors set
forth below and other factors discussed elsewhere in this Prospectus.

LIMITED COMBINED OPERATING HISTORY

BridgeStreet was founded in August 1996 to acquire flexible accommodation
service providers and has only conducted combined operations since the
Combination in the first quarter of 1997. Prior to the Combination, each of the
Founding Companies operated (together with any affiliates) as a separate,
independent entity. The Company intends to continue to operate the Founding
Companies under their current management, although it will integrate some sales,
marketing and customer service functions, implement centralized financial and
management information systems and controls, and implement "best practices"
throughout its operations. The Company's senior management group has been
assembled only recently, and there can be no assurance that this group will be
successful in these integration and implementation efforts, in managing the
combined operations of the Founding Companies or in implementing the Company's
business strategy. Any failure to do so could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Management."

RISKS ASSOCIATED WITH ACQUISITION STRATEGY AND PLANNED RAPID EXPANSION

As part of its strategy to establish a nationwide presence, BridgeStreet
intends to grow in part through the acquisition of additional flexible
accommodation service providers in major metropolitan markets throughout the
United States. However, in cases where the Company seeks to enter a new market
but is unable to acquire a suitable existing provider on terms the Company deems
acceptable, the Company may elect to establish a new operation or strategic
alliance in that market. The Company also intends to pursue rapid internal
growth through expansion of existing and acquired operations. See
"Business -- Growth Strategy" and "-- Acquisition Strategy."

There can be no assurance that the Company will be able to identify,
acquire or profitably manage additional businesses or successfully integrate any
acquired businesses into the Company without substantial costs, delays or other
operational or financial problems. Certain risks inherent in an acquisition
strategy, such as increasing leverage and debt service requirements (to the
extent that the Company elects to finance its acquisitions with debt) and
combining disparate company systems and cultures, could adversely affect the
Company's ability to integrate acquired businesses. The process of integrating
acquired companies may involve unforeseen difficulties and may require a
disproportionate amount of management's attention and financial and other
resources. Moreover, increased competition for acquisition candidates may
develop, in which event fewer acquisition opportunities may be available to the
Company and acquisition costs for the opportunities that are available may be
higher. There can be no assurance that any business acquired in the future will
achieve anticipated revenues and earnings, and the size, timing and integration
of such acquisitions may cause substantial fluctuations in the Company's
operating results from quarter to quarter. To the extent that the Company
chooses to enter particular markets by establishing new operations, its results
may be adversely affected by the increased time required for such operations to
achieve profitability. Future internal growth will depend on a number of
factors, including the effective and timely initiation and development of client
relationships, the availability of additional accommodations on acceptable
terms, the maintenance of the high quality of services the Company provides to
its guests, and the recruitment, training, motivation and retention of qualified
employees.

Sustaining the Company's growth and expansion will require substantial
enhancements to the Company's operational and financial systems and controls as
well as additional administrative, operational and financial resources. There
can be no assurance that the Company will be able to manage its expanding
operations

8
<PAGE> 10

successfully or that it will be able to maintain or accelerate its growth, and
any failure to do so could have a material adverse effect on the Company's
business, financial condition and results of operations.

RISKS RELATED TO ACQUISITION FINANCING

The Company may choose to finance future acquisitions by issuing shares of
Common Stock for a portion or all of the consideration to be paid. In the event
that the Common Stock does not maintain a sufficient market value, or potential
acquisition candidates otherwise are unwilling to accept Common Stock as part of
the consideration for the sale of their businesses, the Company might not be
able to utilize Common Stock as consideration for acquisitions and would be
required to utilize more of its cash resources, if available, in order to
maintain its acquisition program. If the Company does not have sufficient cash
resources, its growth could be limited unless it could obtain additional capital
through debt or equity financings. While the Company currently has a $10 million
revolving credit facility to finance acquisitions, there can be no assurance
that this credit facility will be sufficient for the Company's acquisition
financing needs in the near term, or that additional financing will be available
if and when needed or on terms acceptable to the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources -- Combined." The inability of the
Company to use its Common Stock as consideration for future acquisitions or to
obtain additional financing for acquisitions could have a material adverse
effect on the Company's business, financial condition and results of operations.

MARKET ACCEPTANCE OF BRAND NAME

BridgeStreet has yet to complete the integration of the Founding Companies
and, as a result, has limited history upon which to gauge client acceptance of
its combined operations. Further, the Company will compete against other
companies with substantially greater brand name recognition, and there can be no
assurance that the Company will be able to persuade clients of such competitors
to use the Company's services. The failure of the Company to successfully
promote and establish "BridgeStreet" as a recognized brand name capable of
attracting sufficient numbers of clients, or the receipt of adverse publicity
relating to the Company's brand name, could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Business -- Sales and Marketing" and "-- Competition."

DEPENDENCE ON THIRD PARTIES

BridgeStreet generally leases its accommodations from residential property
managers. The Company's profitability largely depends on its ability to lease
accommodations on favorable terms, and local or regional declines in either
vacancy rates or new apartment construction could lead to an increase in leasing
costs or an inability to satisfy client demand. The Company also leases the
furniture used in its accommodations from furniture rental companies, which may
increase their prices, restrict the Company's flexibility in renting greater or
lesser amounts of furniture, or otherwise impose unfavorable conditions on the
Company's ability to customize the furnishings in its accommodations. The
Company's reliance on third party vendors, assuming the occurrence of any of the
events described above, would negatively affect the Company's operating margins
and could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Properties" and
" -- Accommodations and Services."

MARKET CONDITIONS MAY AFFECT PROFITABILITY

The Company's operating results depend primarily on the difference, or
"spread," between the rental rates it charges its clients for accommodations and
the lease amounts it pays to the owners or managers of such accommodations. The
rates that the Company is able to charge its customers in a given market can be
expected to fluctuate based in part on conditions existing within the lodging
industry as a whole, including the occupancy rates of, and average daily rates
being charged by, hotels and other competitors. To the extent competitors in a
given market were to exert downward pressure on the rates that the Company is
able to charge its clients, the Company's aggregate "spread" could decrease. In
addition, while the Company seeks to manage the risks of fluctuating rates by
"matching" its rental obligations with the length of its clients' stays through
flexible lease arrangements, competitive rental market conditions could force
the Company to enter

9
<PAGE> 11

into longer-term, fixed rate leases in order to establish or protect its unit
inventory. The fixed rates in such leases also might lead to a reduction in the
Company's "spread" in the event of downward trends in lodging prices. A
reduction in the Company's "spread," as a result of either lower average daily
rates charged by competitors or longer-term leases entered into by the Company,
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Industry Overview" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

FACTORS AFFECTING TRAVEL, SEASONALITY AND CYCLICALITY

The Company's operations are subject to events generally affecting levels
of business and leisure travel, including business cycles, political changes and
technological advances. The Company cannot predict the likelihood of occurrence
of any such events. To the extent any such event significantly reduces travel,
there could be a material adverse effect on the Company's business, financial
condition and results of operations. The Company typically experiences a decline
in earnings during its first quarter due to a decrease in business travel
following the holiday season and travel disruptions caused by winter weather. As
a general matter, due to (i) the Company's reliance on corporate clients and
(ii) the strong correlation between the lodging industry's performance and
macroeconomic conditions, the Company may be subject to cyclical changes in
revenues and profits in response to changes in the national economy or the
economies of the regions in which it operates. See "Management's Discussion of
Financial Condition and Results of Operations -- Seasonality."

COMPETITION

The lodging industry generally, and the flexible accommodation services
industry in particular, is highly competitive. Providers of flexible
accommodation services compete with each other and with traditional hotels,
motels, and all-suite and extended-stay hotels, primarily on the basis of
location, availability, price and quality of accommodations, brand name
recognition, and quality and scope of service. The Company competes with other
flexible accommodation service providers both for clients and for possible
acquisitions. The Company expects its business to become more competitive as
existing competitors expand and new competitors enter the industry. Moreover,
because the financial barriers to entry are relatively low in the flexible
accommodation services industry, entities that maintain a vendor-vendee
relationship with companies in this industry, such as real estate managers or
furniture rental businesses, have entered the industry and more such entities
may decide to enter the industry in the future. Certain of the Company's
existing competitors have, and any new competitors that enter the industry may
have, access to significantly greater financial resources than the Company. In
particular, Oakwood Corporate Housing, Inc. ("Oakwood"), a flexible
accommodation services provider which currently rents a substantially larger
number of accommodations than the Company, is affiliated with R&B Realty Group,
the nation's tenth largest apartment management company. This affiliation gives
Oakwood access to apartment communities and capital that may be unavailable to
the Company. Competitive market conditions could have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Business -- Competition."

DEPENDENCE ON KEY PERSONNEL

BridgeStreet's day-to-day operations depend on the continuing efforts of
its executive officers and the senior management of the Company's operating
subsidiaries. In particular, the Company depends on: William N. Hulett, III, its
President and Chief Executive Officer; Rocco A. Di Lillo, its Vice President and
Chief Operating Officer; and Mark D. Gagne, its Chief Financial Officer and
Treasurer. There can be no assurance that the Company will be able to retain the
services of any of these individuals. If any of these individuals does not
continue in his management role following this offering and if the Company is
unable to attract and retain qualified replacements, there could be a material
adverse effect on the Company's business, financial condition and results of
operations. See "Management."

LICENSING AND TAX ISSUES

10
<PAGE> 12

real estate brokers to hold licenses. However, there can be no assurance that
the Company's position will be upheld if challenged or that any such
jurisdiction will not amend its laws to specifically require the Company and/or
one or more of its employees to be licensed brokers. Moreover, there can be no
assurance that the Company will not operate in the future in jurisdictions
requiring such licensing. If the Company were found to have failed to comply
with brokerage licensing laws, there could be a material adverse effect upon the
Company's business, financial condition and results of operations.

The Company provides flexible accommodation services for extended periods
in leased as opposed to fixed-location accommodations. As a result, in some of
the jurisdictions in which the Company operates, the Company believes that it is
exempt from sales and "bed" taxes that many jurisdictions require fixed-location
lodging providers to charge their overnight guests. The imposition of a sales or
"bed" tax requirement on the Company in the jurisdictions in which the Company
operates and currently does not charge such taxes, or the pursuit by taxing
authorities of arrearages and penalties with respect to prior periods during
which the Company did not collect and remit such taxes, could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business -- Regulation and Tax."

CONTROL BY DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS

Upon completion of this offering, the Company's directors, executive
officers and principal stockholders, together with their affiliates, will
beneficially own approximately % of the Company's outstanding shares of
Common Stock (approximately % if the Underwriters exercise their
over-allotment option in full). As a result, these stockholders, if acting
together, will have the ability to influence the outcome of corporate actions
requiring stockholder approval, including the election of directors and the
approval of significant corporate transactions, such as a merger or sale of
substantially all of the Company's assets, irrespective of how other
stockholders of the Company may vote. This concentration of ownership may have
the effect of delaying or preventing a change in control of the Company. See
"Management" and "Principal and Selling Stockholders."

POSSIBLE FUTURE SALES OF SHARES

Sales of substantial amounts of Common Stock in the public market after
this offering under Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), or otherwise, or the perception that such sales could occur,
may adversely affect prevailing market prices of the Common Stock and could
impair the future ability of the Company to raise capital through an offering of
its equity securities or to effect acquisitions using shares of its Common
Stock. Prior to this offering, the Company had outstanding 5,475,000 shares of
Common Stock, of which are being offered by the Selling Stockholders in
this offering. The remaining shares are "restricted securities" within
the meaning of Rule 144. Subject to the contractual lockup provisions discussed
below and unless the resale of the shares is registered under the Securities
Act, these shares may not be sold in the open market until after the first
anniversary of the transaction in which they were acquired, and then only in
compliance with the applicable requirements of Rule 144. See "Shares Eligible
for Future Sale."

The Company and each of its directors, executive officers and existing
stockholders have agreed not to offer to sell, sell, contract to sell, grant any
option to purchase, or otherwise dispose of, directly or indirectly, any shares
of capital stock of the Company or securities convertible into or exchangeable
for capital stock or warrants or other rights to acquire shares of capital stock
of the Company which may now or in the future be beneficially owned (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) by such persons (other than pursuant to employee stock option
plans or in connection with other employee incentive compensation arrangements)
prior to the expiration of 180 days from the date of this Prospectus, except (i)
for shares of Common Stock offered hereby, (ii) with the prior written consent
of Legg Mason Wood Walker, Incorporated, or (iii) with respect to the Company,
in connection with acquisitions or upon the exercise of options, or the grant of
options to purchase shares of Common Stock, pursuant to the Company's stock
option plans. In connection with future acquisitions, the Company may issue
shares of Common Stock which, if the Company also files a registration statement
with respect to such shares, may be subject to immediate resale. See
"Underwriting."

11
<PAGE> 13

CERTAIN ANTI-TAKEOVER PROVISIONS

The Company's Certificate of Incorporation and By-Laws as in effect upon
the closing of this offering will require that any action required or permitted
to be taken by stockholders of the Company must be effected at a duly called
annual or special meeting of stockholders and may not be effected by any consent
in writing, and will require reasonable advance notice by a stockholder with
respect to a proposal or director nomination such stockholder desires to present
at any such meeting. Special meetings of stockholders may be called only by the
President or Chairman of the Company or by the Board of Directors. In addition,
the Board of Directors will have the authority, without further action by the
stockholders, to fix the rights and preferences of, and issue up to 5,000,000
shares of, Preferred Stock. These provisions and other provisions of the
Certificate of Incorporation and By-Laws may have the effect of deterring
unsolicited acquisition proposals or hostile takeovers or delaying or preventing
changes in control or management of the Company, including transactions in which
stockholders might otherwise receive a premium for their shares of Common Stock
over the then current market prices. In addition, these provisions may limit the
ability of stockholders to approve transactions that they may deem to be in
their best interests. The Company also is subject to Section 203 of the Delaware
General Corporation Law (the "DGCL") which, subject to certain exceptions,
prohibits a Delaware corporation from engaging in any of a broad range of
business combinations with any "interested stockholder" for a period of three
years following the date that such stockholder became an interested stockholder.
See "Description of Capital Stock."

NO PRIOR MARKET FOR COMMON STOCK AND POSSIBLE VOLATILITY OF STOCK PRICE

Prior to this offering, there has been no public market for the Common
Stock, and there can be no assurance that an active public market for the Common
Stock will develop or continue after this offering. The initial public offering
price of the Common Stock was determined by negotiations between the Company and
the Representatives of the Underwriters, and may not be indicative of the market
price for the Common Stock after this offering. See "Underwriting" for a
description of the factors considered in determining the initial public offering
price. From time to time after this offering, there may be significant
volatility in the market price for the Common Stock. Quarterly operating results
of the Company, changes in general conditions in the economy or the lodging
industry, or other developments affecting the Company or the Company's
competitors could cause the market price of the Common Stock to fluctuate
substantially. The equity markets have, on occasion, experienced significant
price and volume fluctuations that have affected the market prices for many
companies' securities and have been unrelated to the operating performance of
those companies. Any such fluctuations following completion of this offering may
adversely affect the prevailing market price of the Common Stock.

IMMEDIATE AND SUBSTANTIAL DILUTION

The purchasers of the shares of Common Stock offered hereby will experience
immediate and substantial dilution in the pro forma net tangible book value of
their shares of Common Stock in the amount of $ per share, and may
experience further dilution in that value from issuances of Common Stock in
connection with future acquisitions. See "Dilution."

ABSENCE OF DIVIDENDS

The Company has never paid dividends on the Common Stock and does not
anticipate paying any dividends in the foreseeable future. Declarations of
dividends on the Common Stock will depend upon, among other things, future
earnings, if any, the operating and financial condition of the Company, its
capital requirements and general business conditions. The Company's credit
facility currently prohibits dividend payments. See "Dividend Policy."

12
<PAGE> 14

COMBINATION

The Company was incorporated in August 1996 to become a leading national
provider of flexible accommodation services. In the Combination, the Company
acquired the Founding Companies through stock-for-stock mergers and issued
4,301,000 shares of Common Stock to their former stockholders. For a description
of the transactions pursuant to which these companies were merged into
BridgeStreet, see "Certain Transactions -- Organization of the Company; The
Combination." Certain of such stockholders are Selling Stockholders in the
offering. See "Principal and Selling Stockholders."

Set forth below is a brief description of each of the Founding Companies:

Temporary Corporate Housing Columbus, Inc.: Temporary Corporate Housing
Columbus, Inc. (together with three affiliates, "TCH") was founded by Lynda
Clutchey and Max Holzer in 1983. TCH is headquartered in Columbus, Ohio and,
prior to its acquisition by the Company, operated its flexible accommodation
services business in the following metropolitan areas: Cincinnati, Cleveland and
Columbus, Ohio; and Pittsburgh, Pennsylvania. During its fiscal year ended
December 31, 1996, TCH had combined revenues of approximately $12.5 million.

Corporate Lodgings, Inc.: Corporate Lodgings, Inc. (together with four
affiliates, "CLI") was founded by Rocco A. Di Lillo in 1987. CLI is
headquartered in Hudson, Ohio and, prior to its acquisition by the Company,
operated its flexible accommodation services business in the following
metropolitan areas: Akron, Canton and Cleveland, Ohio; Lexington and Louisville,
Kentucky; Minneapolis, Minnesota; Milwaukee, Wisconsin; Pittsburgh,
Pennsylvania; and Detroit, Michigan. During its fiscal year ended December 31,
1996, CLI had combined revenues of approximately $8.8 million.

Exclusive Interim Properties, Ltd.: Exclusive Interim Properties, Ltd.
(together with an affiliate, "EIP") was founded by Melanie R. Sabelhaus in 1987.
EIP is headquartered in Baltimore, Maryland and, prior to its acquisition by the
Company, operated its flexible accommodation services business in the Baltimore,
Maryland and District of Columbia metropolitan areas. During its 12 months ended
December 31, 1996, EIP had combined revenues of approximately $8.6 million.

Home Again, Inc.: Home Again, Inc. (together with two affiliates, "Home
Again") was founded by Sandra A. Brown in 1993. Home Again is headquartered in
Minneapolis, Minnesota and, prior to its acquisition by the Company, operated
its flexible accommodation services business in the Minneapolis, Minnesota and
Oklahoma City, Oklahoma metropolitan areas. During its fiscal year ended
December 31, 1996, Home Again had combined revenues of approximately $4.0
million.

Temporary Housing Experts, Inc.: Temporary Housing Experts, Inc. ("THEI")
was founded in 1991 by Connie F. and Thomas W. O'Briant. THEI is headquartered
in Memphis, Tennessee and, prior to its acquisition by the Company, operated its
flexible accommodation services business in the Memphis, Tennessee and Jackson,
Mississippi metropolitan areas. During its fiscal year ended December 31, 1996,
THEI had revenues of approximately $3.6 million.

13
<PAGE> 15

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of
Common Stock offered hereby (assuming an initial public offering price of $
per share and after deducting estimated underwriting discounts and commissions
payable by the Company and estimated offering expenses of $2,160,000) are
estimated to be approximately $11.7 million (approximately $15.0 million if the
Underwriters' over-allotment option is exercised in full). The Company will not
receive any proceeds from the sale of shares of Common Stock by the Selling
Stockholders.

The Company currently intends to use approximately (i) $1.6 million of the
net proceeds to repay certain indebtedness of the Founding Companies assumed in
connection with the Combination (which indebtedness bears interest at a weighted
average interest rate of 7.8% and matures at various dates through December
2008) and (ii) $500,000 of the net proceeds to repay amounts the Company
estimates will be outstanding under its revolving credit facility with Fleet
Bank at the closing of this offering (which amounts bear interest at the bank's
prime lending rate of interest, which was 8.5% as of April 8, 1997). The Company
also intends to use approximately $1.5 million of the net proceeds to enhance
its management information system capabilities. While the Company intends to
repay all amounts borrowed under its revolving credit facility upon the closing
of this offering, which amounts have been used to fund short-term working
capital requirements, it will be able to continue to borrow funds from this
facility following the offering, subject to the terms of the credit facility
agreement. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources -- Combined." The
expenses incurred by the Company in connection with this offering will be paid
by American Business Partners, LLC ("ABP"), and the Company will reimburse ABP
out of the proceeds of this offering. See "Certain Transactions -- Organization
of the Company; ABP."

The balance of the net proceeds from this offering, approximately $8.1
million, will be used for working capital and general corporate purposes,
including possible acquisitions. Although the Company regularly reviews
strategic acquisition opportunities, the Company at this time has no binding
agreements with respect to any material acquisitions. Pending the use of the net
proceeds of this offering for the purposes described above, the Company will
invest such proceeds in short-term, interest-bearing, investment grade
securities.

DIVIDEND POLICY

Following this offering, the Company intends to retain all earnings to
finance the growth and development of its business and does not anticipate
paying cash dividends on the Common Stock in the foreseeable future. Any future
determination as to the payment of dividends on the Common Stock will be at the
discretion of the Board of Directors and will depend upon, among other things,
the Company's future earnings, if any, the operating and financial condition of
the Company, its capital requirements, general business conditions and any other
factors the Board of Directors of the Company may consider. The Company's
revolving credit facility currently prohibits dividend payments.

14
<PAGE> 16

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1996 (i) on a pro forma basis to reflect the Combination and (ii)
on a pro forma as adjusted basis to reflect the amendment and restatement of the
Company's Certificate of Incorporation on April 10, 1997, the sale of the
shares of Common Stock offered by the Company hereby (at an assumed
initial public offering price of $ per share and after deducting estimated
underwriting discounts and commissions and estimated offering expenses payable
by the Company) and the application of the net proceeds therefrom as described
under "Use of Proceeds." This table should be read in conjunction with the
Company's Unaudited Pro Forma Combined Financial Statements and the related
notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
----------------------
PRO PRO FORMA
FORMA AS ADJUSTED
------ -----------
(IN THOUSANDS)
<S> <C> <C>
DEBT:
Current maturities of long-term debt.................................. $ 175 $ --
====== =======
Long-term debt, net of current maturities............................. $1,087 $ --

STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 par value: none authorized, pro forma; 5,000,000
shares authorized, none issued or outstanding, pro forma as
adjusted........................................................... -- --
Common Stock, $.01 par value: 10,000,000 shares authorized, 5,475,000
shares issued and outstanding, pro forma; 35,000,000 shares
authorized, shares issued and outstanding, pro forma as
adjusted(1)........................................................ 55 55
Additional paid-in capital............................................ 7,628 19,244
Accumulated deficit................................................... (1) (1)
------ -------

Total stockholders' equity......................................... 7,682 19,298
------ -------

Total capitalization.......................................... $8,769 $19,298
====== =======
</TABLE>

- ---------------
(1) Excludes an aggregate of 1,100,000 shares of Common Stock reserved for
issuance under the Company's 1997 Equity Incentive Plan and Stock Plan for
Non-Employee Directors. Of this amount, 434,000 and 37,500 shares of Common
Stock will be issuable upon exercise of outstanding options under the 1997
Equity Incentive Plan and Stock Plan for Non-Employee Directors,
respectively, as of the date of this Prospectus. See "Management -- Director
Compensation" and " -- Executive Compensation; Stock Option Plan."

15
<PAGE> 17

DILUTION

The pro forma net tangible book value of the Company as of December 31,
1996, after giving effect to the Combination, was approximately $1,414,000, or
$0.26 per share. Pro forma net tangible book value per share represents the book
value of the Company's total tangible assets less total liabilities divided by
the number of shares of Common Stock outstanding. After giving effect to the
sale by the Company of shares of Common Stock in this offering at an
assumed initial public offering price of $ per share and after deducting
estimated underwriting discounts and commissions and estimated offering expenses
payable by the Company, the pro forma net tangible book value at December 31,
1996 would have been approximately $13.2 million, or $ per share. This
represents an immediate increase in pro forma net tangible book value per share
of $ to the existing stockholders, and an immediate dilution in pro forma
net tangible book value per share of $ to new investors. The following table
illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price............................... $
Pro forma net tangible book value before offering................. $0.26
Increase attributable to new investors............................
-----
Pro forma net tangible book value after offering....................
------
Dilution to new investors........................................... $
======
</TABLE>

The following table sets forth, on a pro forma basis to give effect to the
Combination as of December, 31, 1996, the number of shares of Common Stock
purchased from the Company, the total consideration paid and the average price
per share paid by the Company's existing stockholders and by investors
purchasing shares of Common Stock offered hereby (assuming an initial offering
price of $ per share and before deducting underwriting discounts and
commissions and estimated offering expenses):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- ----------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders......... 5,475,000 % $ 1,414,000 8.7% $ 0.26
New investors................. 14,850,000 91.3 $
--------- ------ ----------- ------
Total............... 100.0% $16,264,000 100.0%
========= ====== =========== ======
</TABLE>

16
<PAGE> 18

SELECTED FINANCIAL AND OTHER DATA
(IN THOUSANDS, EXCEPT PER SHARE AND FOOTNOTE DATA)

For financial reporting purposes, TCH is presented as the acquiror of all
of the other companies acquired by BridgeStreet in the Combination.
Consequently, the Company's historical combined financial statements for periods
ended on or before December 31, 1996 are the historical combined financial
statements of TCH. The following selected historical financial data of TCH as of
December 31, 1995 and 1996 and for each year in the three-year period ended
December 31, 1996 has been derived from the audited financial statements of TCH
included elsewhere herein. The remaining selected historical financial data of
TCH has been derived from unaudited financial statements of TCH, which have been
prepared on the same basis as the audited financial statements and, in the
opinion of management, reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of that data.

<TABLE>
<CAPTION>
HISTORICAL (TCH ONLY)
------------------------------------------- PRO FORMA(1)
------------
YEAR ENDED DECEMBER 31, YEAR ENDED
------------------------------------------- DECEMBER 31,
1992 1993 1994 1995 1996 1996
------ ------ ------ ------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................ $5,627 $6,803 $8,309 $9,754 $12,502 $ 37,566
Cost of services........................ 4,520 5,312 6,475 7,354 9,088 27,945
Selling, general and administrative
expense.............................. 1,328 1,373 1,628 2,064 2,327 7,334(2)
Goodwill amortization................... 172(3)
------ ------ ------ ------ ------- --------
Operating income........................ (221) 118 206 336 1,087 2,115
Interest and other income (expense),
net.................................. 11 5 21 53 89 (7)(4)
------ ------ ------ ------ ------- --------
Income (loss) before provision for
income taxes......................... (210) 123 227 389 1,176 2,108
Provision for income taxes.............. (84) 49 114 178 512 912(5)
------ ------ ------ ------ ------- --------
Net income (loss)....................... $ (126) $ 74 $ 113 $ 211 $ 664 $ 1,196
====== ====== ====== ====== ======= ========
Net income per share.................... $
Weighted average shares outstanding..... ========
</TABLE>

<TABLE>
<CAPTION>
HISTORICAL (TCH ONLY)
----------------------------------------
DECEMBER 31, DECEMBER 31, 1996
---------------------------------------- -----------------------------
1992 1993 1994 1995 1996 PRO FORMA(1) AS ADJUSTED(6)
---- ------ ------ ------ ------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit).... $499 $ 592 $ 496 $ 563 $ 986 $ (46) $ 10,718
Total assets................. 901 1,209 1,672 2,510 2,013 13,353 22,976
Long-term debt, less current
maturities................ 16 10 67 -- -- 1,087 --
Total stockholders' equity... 471 545 658 869 1,184 7,682 19,298
</TABLE>

- ---------------

17
<PAGE> 19

(2) Reflects the reduction of $552,000 in salary and benefits to principals of
the Founding Companies.

(3) Reflects the $172,000 amortization of goodwill to be recorded as a result of
the Combination assuming a 35-year amortization period.

(4) Reflects an interest expense reduction of $158,000 related to bank debt and
notes payable to be repaid from the net proceeds of this offering.

(5) Reflects an increase in the Company's historical provision for income taxes
of $373,000 to account for the Company's estimated consolidated effective
tax rate subsequent to the Combination, after considering nondeductible
goodwill amortization.

(6) Reflects the issuance of shares of Common Stock by the Company in
this offering and the application of the net proceeds as described under
"Use of Proceeds."

18
<PAGE> 20

SELECTED INDIVIDUAL FOUNDING COMPANY FINANCIAL AND OTHER DATA
(DOLLARS IN THOUSANDS)

The selected historical and pro forma financial data presented below for
the individual Founding Companies (including their respective affiliates, if
any) is derived from, and should be read in conjunction with, their respective
audited financial statements and related notes thereto appearing elsewhere in
this Prospectus.

- ---------------

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
--------------------
COMPANY 1994 1995 1996
------------------------------------------------------------ ---- ----- -----
<S> <C> <C> <C>
Temporary Corporate Housing Columbus, Inc................... $(50) $ 54 $ 83
Corporate Lodgings, Inc..................................... (11) 145 60
Exclusive Interim Properties, Ltd.(2)....................... 62 190 131
Home Again, Inc............................................. (126) (125) (115)
Temporary Housing Experts, Inc.............................. 46 164 221
</TABLE>

19
<PAGE> 21

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company's
Unaudited Pro Forma Combined Financial Statements and the Founding Companies'
Financial Statements and the related notes thereto appearing elsewhere in this
Prospectus.

INTRODUCTION

BridgeStreet was incorporated in August 1996 with the goal of becoming a
leading national provider of flexible accommodation services. The Company plans
to achieve this goal by implementing an aggressive acquisition program and a
national operating strategy designed to increase internal revenue growth, cost
efficiencies and profitability. In the first quarter of 1997, BridgeStreet
acquired by merger the five Founding Companies in the Combination.

The Company's revenues are derived primarily from renting accommodations to
guests for extended periods. Revenues depend on the number of accommodations the
Company has available under lease, the occupancy rate and the rate charged. The
rate charged is a function of, among other factors, (i) the type, size and
location of the accommodation being rented, (ii) the rental period and (iii) any
additional amenities made available to the guest during his or her stay. Cost of
services consists primarily of lease payments for accommodations and their
furnishings, and expenses associated with cleaning, maintaining and providing
utilities to accommodations. Selling, general and administrative expense
consists primarily of compensation and related benefits for management and key
employees, administrative salaries and benefits, office rents and utilities,
professional fees and advertising.

Prior to their acquisition by BridgeStreet, the Founding Companies were
managed as independent private businesses. As such, their historical results of
operations reflect different tax structures (i.e., S corporations and C
corporations) which have influenced, among other things, their historical levels
of owners' compensation and benefits. Certain Founding Company owners agreed to
reductions in their compensation and benefits in connection with the
Combination.

BridgeStreet currently is in the process of integrating the Founding
Companies and their operations and administrative functions. This integration
process may present opportunities to (i) enhance revenues through the geographic
cross-sell capabilities that each of the Founding Companies can provide to its
existing clients and (ii) reduce costs through, among other things, the
elimination of duplicative functions and the receipt of greater volume discounts
from vendors. However, integration also will necessitate additional costs and
expenditures related to corporate management and administration, public company
operations, systems integration and facilities expansion. As a result of these
possible cost savings and various additional costs, historical operating results
may not be comparable to, or indicative of, future performance. There can be no
assurance that the Company's integration efforts will be successful. See "Risk
Factors -- Limited Combined Operating History."

For financial reporting purposes, Temporary Corporate Housing Columbus,
Inc. (together with its three affiliates) is presented as the acquiror of the
other Founding Companies. Consequently, the Company's historical financial
statements for periods ended on or before December 31, 1996 are the historical
financial statements of TCH.

RESULTS OF OPERATIONS -- COMBINED

The Combined Founding Company Statements of Operations data for the years
ended December 31, 1994, 1995 and 1996 do not purport to present the combined
Founding Companies in accordance with generally accepted accounting principles,
but represent merely a summation of the data of the individual Founding
Companies on a historical basis and do not include the effects of pro forma
adjustments. This data will not be comparable to and may not be indicative of
the Company's post-Combination results of operations because (i) the Founding
Companies historically were not under common control or management and had
different tax structures during the periods presented, (ii) the Company used the
purchase method of

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<PAGE> 22

accounting to reflect the Combination and (iii) the Founding Companies were not
all acquired at the same time.

The following table sets forth certain unaudited combined data of the
Founding Companies and that data as a percentage of revenues on a historical
basis and excludes the effects of pro forma adjustments for the periods
indicated (dollars in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
1994 1995 1996(1)
----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Revenues..................... $18,925 100.0% $25,998 100.0% $37,566 100.0%
Cost of services............. 14,048 74.2 19,121 73.5 27,944 74.4
Selling, general and
administrative expense..... 4,413 23.3 6,099 23.5 7,884 21.0
------- ----- ------- ----- ------- -----
Operating income............. $ 464 2.5% $ 778 3.0% $ 1,738 4.6%
======= ===== ======= ===== ======= =====
</TABLE>

- ---------------

(1) Data for the period ending December 31, 1996 includes data derived from
EIP's unaudited three-month period ended March 31, 1996 and the audited
nine-month period ended December 31, 1996. Data for 1995 and 1994 includes
data for EIP's fiscal years ended March 31, 1996 and March 31, 1995,
respectively.

1996 Compared to 1995

Revenues. Revenues increased $11.6 million, or 44.5%, from $26.0 million
in 1995 to $37.6 million in 1996. Revenues for each of the Founding Companies
increased during this period. The increase primarily was a result of an increase
in the number of accommodations rented during the year, both in existing markets
and in new markets.

Cost of Services. Cost of services increased $8.8 million, or 46.1%, from
$19.1 million in 1995 to $27.9 million in 1996. Cost of services as a percentage
of revenues increased slightly from 73.5% in 1995 to 74.4% in 1996. The dollar
increase in cost of services resulted primarily from an increase in the number
of accommodations leased during the year. Cost of services as a percentage of
revenues was adversely affected by certain pricing practices at one of the
Founding Companies, which since have been discontinued, as well as higher
leasing and maintenance costs and lower occupancy rates resulting from the entry
by another Founding Company into new markets.

Selling, General and Administrative Expense. Selling, general and
administrative expense increased $1.8 million, or 29.3%, from $6.1 million in
1995 to $7.9 million in 1996, primarily as a result of an increase in staffing
required to support the increased number of accommodations, higher compensation
paid to owners of the Founding Companies and increased overhead costs associated
with entering new markets. Selling, general and administrative expense decreased
as a percentage of revenues from 23.5% in 1995 to 21.0% in 1996, generally as a
result of spreading the fixed costs of the Founding Companies' operations over a
larger revenue base.

1995 Compared to 1994

Revenues. Revenues increased $7.1 million, or 37.4%, from $18.9 million in
1994 to $26.0 million in 1995. Revenues for each of the Founding Companies
increased during this period. The increase primarily was a result of an increase
in the number of accommodations rented during the year, both in existing markets
and in new markets. In addition, Home Again initiated operations in mid-1993,
and as a result did not have its operations fully implemented during 1994.

Cost of Services. Cost of services increased $5.1 million, or 36.1%, from
$14.0 million in 1994 to $19.1 million in 1995 as a result of the increase in
the number of accommodations leased during the year. Cost of services as a
percentage of revenues decreased slightly from 74.2% in 1994 to 73.5% in 1995.

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<PAGE> 23

Selling, General and Administrative Expense. Selling, general and
administrative expense increased $1.7 million, or 38.2%, from $4.4 million in
1994 to $6.1 million in 1995, and increased slightly as a percentage of revenues
from 23.3% in 1994 to 23.5% in 1995. The increase both in dollars and as a
percentage of revenues primarily was a result of an increase in staffing
required to support the increased number of accommodations, higher compensation
paid to certain owners of the Founding Companies and increased overhead costs
associated with entering new markets.

LIQUIDITY AND CAPITAL RESOURCES -- COMBINED

On a combined basis, the Founding Companies generated $1.6 million and
$700,000 of net cash from operating activities during 1995 and 1996,
respectively. Net cash used in investing activities by the Founding Companies
was $791,000 during each of 1995 and 1996. Cash used in investing activities
primarily was for the purchase of operating stock and property and equipment.
Net cash used in financing activities by the Founding Companies on a combined
basis was approximately $150,000 and $350,000 during 1995 and 1996,
respectively. Net cash used in financing activities primarily was for the
repayment of notes to stockholders, payment of long-term debt and distributions
to stockholders. The combined cash and cash equivalents of the Founding
Companies decreased by $400,000, from $1.4 million in 1995 to $1.0 million in
1996. At December 31, 1996, three of the Founding Companies had a working
capital deficit aggregating approximately $700,000.

Prior to the closing of this offering, the Company will pay approximately
$191,000 to the former stockholder of Home Again. This payment is expected to be
funded from cash provided by operating activities. Upon the closing of this
offering, BridgeStreet intends to repay an aggregate of approximately $2.0
million of indebtedness and other obligations both assumed from the Founding
Companies and incurred by it in connection with the Combination. See "Use of
Proceeds."

The Company has entered into a revolving credit facility with Fleet
National Bank. The facility provides the Company with a revolving line of credit
of up to $10.0 million, secured by guarantees by certain material subsidiaries
of the Company and a pledge of the capital stock of all of the Company's
wholly-owned operating subsidiaries. The credit facility may be used for
refinancing of Founding Company indebtedness, post-offering acquisitions and
working capital. Loans made under the credit facility bear interest at the
Company's option of either the bank's prime lending rate or 1.25% above the
Eurodollar rate. The credit facility will terminate on March 31, 2002, or sooner
at the discretion of the Company, and all amounts outstanding thereunder (if
any) will be due upon such termination. The credit facility (i) prohibits the
payment of dividends and other distributions by the Company, (ii) generally will
not permit the Company to incur or assume other indebtedness and (iii) requires
the Company to comply with certain financial covenants.

While there can be no assurance, management believes that cash flow from
operations, funds from the Company's credit facility and the net proceeds to the
Company from this offering will be adequate to meet the Company's capital
requirements for the next 12 months, depending on the size and methods of
financing potential acquisitions.

IMPACT OF INFLATION

Due to the low levels of inflation experienced in 1994, 1995 and 1996,
inflation did not have a significant effect on the combined results of the
Founding Companies in those years.

SEASONALITY

Quarterly earnings may be affected by the timing of certain holidays,
business and vacation patterns, weather conditions, economic factors and other
considerations affecting travel. Corporate relocation activity peaks in the
summer months and declines significantly during the first part of the first
quarter. Long-term consulting activity tends to follow a similar pattern, but
not to the same extent. The Company expects to realize lower revenues, operating
income and net income during the first quarter.

22
<PAGE> 24

INDIVIDUAL FOUNDING COMPANIES

RESULTS OF OPERATIONS -- TEMPORARY CORPORATE HOUSING

1996 Compared to 1995 and 1995 Compared to 1994

Revenues. Revenues increased $2.7 million, or 28.2%, from $9.8 million in
1995 to $12.5 million in 1996. This increase was a result of an increase in the
number of accommodations rented during the year, an improvement in the occupancy
rate and an increase in the rates realized by TCH. Revenues increased $1.4
million, or 17.4%, from $8.3 million in 1994 to $9.8 million in 1995. This
increase was a result of an increase in the number of accommodations rented
during the year, an improvement in the occupancy rate and an increase in the
rates realized by TCH.

Cost of Services. Cost of services increased $1.7 million, or 23.6%, from
$7.4 million in 1995 to $9.1 million in 1996, primarily as a result of an
increase in the number of accommodations leased and the cost of furnishing such
accommodations during the year. Cost of services as a percentage of revenues
decreased from 75.4% in 1995 to 72.7% in 1996 as a result of an improved
occupancy rate and an increase in the rates realized by TCH. Cost of services
increased $879,000, or 13.6%, from $6.5 million in 1994 to $7.4 million in 1995,
primarily as a result of an increase in the number of accommodations leased and
the cost of furnishing such accommodations during the year. Cost of services as
percentage of revenues decreased from 77.9% in 1994 to 75.4% in 1995 as a result
of an improved occupancy rate and an increase in the rates realized by TCH.

Selling, General and Administrative Expense. Selling, general and
administrative expense increased $263,000, or 12.7%, from $2.1 million in 1995
to $2.3 million in 1996, primarily as a result of increased compensation to the
stockholders, administrative payroll and sales commissions. Selling, general and
administrative expense as a percentage of revenues decreased from 21.2% in 1995
to 18.6% in 1996, primarily as a result of spreading the fixed costs of the
company's operations over a larger revenue base. Selling, general and
administrative expense increased $436,000, or 26.8%, from $1.6 million in 1994
to $2.1 million in 1995. Selling, general and administrative expense increased
as a percentage of revenues increased from 19.6% in 1994 to 21.2% in 1995. This
increase both in dollars and as a percentage of revenues primarily was a result
of increased compensation to the stockholders, administrative payroll and sales
commissions.

LIQUIDITY AND CAPITAL RESOURCES -- TEMPORARY CORPORATE HOUSING

For the three years ended December 31, 1996, TCH generated $873,000 in net
cash flow from operating activities. Increases in cash flow primarily were
generated from net income plus depreciation and amortization of $1.2 million,
while reductions in cash flow were due to increases in accounts receivable
balances of $401,000 attributable to TCH's increased sales levels. TCH also
expended $374,000 during this period, primarily for purchases of operating stock
and property and equipment. Cash used in financing activities was $432,000
during this period and primarily was attributable to loans to stockholders and a
dividend to stockholders of $349,000.

At December 31, 1996, TCH had working capital of $986,000. TCH historically
has funded its operations from cash provided by operating activities. At
December 31, 1996, TCH had cash and cash equivalents of $598,000 with no
outstanding indebtedness.

RESULTS OF OPERATIONS -- CORPORATE LODGINGS

1996 Compared to 1995 and 1995 Compared to 1994

Revenues. Revenues increased $2.7 million, or 45.4%, from $6.1 million in
1995 to $8.8 million in 1996. This increase was a result of an increase in the
number of accommodations rented during the year, an improvement in the occupancy
rate and an increase in the rates realized by CLI. Revenues increased $2.0
million, or 49.1%, from $4.1 million in 1994 to $6.1 million in 1995. This
increase was a result of an increase in the number of accommodations rented
during the year and an increase in the rates realized by CLI.

Cost of Services. Cost of services increased $2.1 million, or 50.9%, from
$4.0 million in 1995 to $6.1 million in 1996. Cost of services as percentage of
revenues also increased, from 66.7% in 1995 to 69.2% in

23
<PAGE> 25

1996. The increase both in dollars and as a percentage of revenues primarily was
a result of an increase in the cost to lease, furnish and clean a unit. Cost of
services increased $1.3 million, or 47.4%, from $2.7 million in 1994 to $4.0
million in 1995, primarily as a result of an increase in the number of
accommodations leased and the cost of furnishing such accommodations during the
year. Cost of services as percentage of revenues decreased from 67.5% in 1994 to
66.7% in 1995 primarily as a result of an increase in the rates realized by CLI.

Selling, General and Administrative Expense. Selling, general and
administrative expense increased $537,000, or 27.1%, from $2.0 million in 1995
to $2.5 million in 1996, primarily as a result of increased compensation to the
majority stockholder, increased sales and administrative payroll, and general
office expenses. Selling, general and administrative expense as a percentage of
revenues decreased from 32.7% in 1995 to 28.6% in 1996, primarily as a result of
spreading the fixed costs of the company's operations over a larger revenue
base. Selling, general and administrative expense increased $745,000, or 60.2%,
from $1.2 million in 1994 to $2.0 million in 1995. The increase both in dollars
and as a percentage of revenues primarily was a result of costs associated with
entering the Milwaukee, Wisconsin market and expansion within the Lexington,
Kentucky market.

RESULTS OF OPERATIONS -- EXCLUSIVE INTERIM PROPERTIES

Twelve Months Ended December 31, 1996 Compared to Fiscal Year Ended March 31,
1996 and Fiscal Year Ended March 31, 1996 Compared to Fiscal Year Ended March
31, 1995

Revenues. Revenues increased $3.1 million, or 56.2%, from $5.5 million in
the fiscal year ended March 31, 1996 to $8.6 million in the 12 months ended
December 31, 1996. This increase was a result of an increase in the number of
accommodations rented. Revenues increased $1.5 million, or 37.5%, from $4.0
million in the fiscal year ended March 31, 1995 to $5.5 million in the fiscal
year ended March 31, 1996, as a result of an increase in the number of
accommodations rented during the year.

Cost of Services. Cost of services increased $2.8 million, or 65.8%, from
$4.2 million in the fiscal year ended March 31, 1996 to $7.0 million in the 12
months ended December 31, 1996, primarily as a result of an increase in the
number of accommodations leased. Cost of services as a percentage of revenues
increased from 76.9% in the fiscal year ended March 31, 1996 to 81.6% in the 12
months ended December 31, 1996. The increase in cost of services as a percentage
of revenues primarily was attributable to the effect of certain pricing
practices, which since have been discontinued. Cost of services increased $1.2
million, or 40.8%, from $3.0 million in the fiscal year ended March 31, 1995 to
$4.2 million in the fiscal year ended March 31, 1996, as a result of an increase
in the number of accommodations leased during the year.

Selling, General and Administrative Expense. Selling, general and
administrative expense increased $399,000, or 40.9%, from $975,000 in the fiscal
year ended March 31, 1996 to $1.4 million in the 12 months ended December 31,
1996. Selling, general and administrative expense as a percentage of revenues
decreased from 17.7% in the fiscal year ended March 31, 1996 to 15.9% in the 12
months ended December 31, 1996, primarily as a result of spreading the fixed
costs of the company's operations over a larger revenue base. Selling, general
and administrative expense increased $80,000, or 8.9%, from $895,000 in the
fiscal year ended March 31, 1995 to $975,000 in the fiscal year ended March 31,
1996. Selling, general and administrative expense as a percentage of revenues
decreased from 22.3% in the fiscal year ended March 31, 1995 to 17.7% in the
fiscal year ended March 31, 1996, primarily as a result of spreading the fixed
costs of the company's operations over a larger revenue base.

RESULTS OF OPERATIONS -- HOME AGAIN

1996 Compared to 1995

Revenues. Revenues increased $2.5 million, or 157.0%, from $1.6 million in
1995 to $4.0 million in 1996. This increase was a result of an increase in the
number of accommodations rented during the year.

Cost of Services. Cost of services increased $1.9 million, or 144.1%, from
$1.3 million in 1995 to $3.1 million in 1996, as a result of an increase in the
number of accommodations leased during the year. Cost of

24
<PAGE> 26

services as percentage of revenues decreased from 81.8% in 1995 to 77.7% in
1996, primarily as a result of spreading the fixed costs of the company's
operations over a larger revenue base.

Selling, General and Administrative Expense. Selling, general and
administrative expense increased $374,000, or 176.4%, from $212,000 in 1995 to
$586,000 in 1996. The increase both in dollars and as a percentage of revenues
primarily was a result of increased compensation to the stockholder and an
increase in administrative payroll.

RESULTS OF OPERATIONS -- TEMPORARY HOUSING EXPERTS

1996 Compared to 1995

Revenues. Revenues increased $500,000, or 16.1%, from $3.1 million in 1995
to $3.6 million in 1996. This increase was a result of an increase in the number
of accommodations rented during the year.

Cost of Services. Cost of services increased $388,000, or 17.7%, from $2.2
million in 1995 to $2.6 million in 1996. The increase both in dollars and as a
percentage of revenues primarily was a result of an increase in the number of
accommodations leased during the year and a lower occupancy rate due to entering
a new market in August 1995.

Selling, General and Administrative Expense. Selling, general and
administrative expense increased $212,000, or 24.5%, from $866,000 to 1995 to
$1.1 million in 1996. The increase both in dollars and as a percentage of
revenues primarily was a result of increased compensation to the stockholders
and an increase in administrative payroll.

25
<PAGE> 27

BUSINESS

OVERVIEW

By providing flexible accommodation services, the Company can satisfy
client requests for accommodations in a variety of locations and neighborhoods,
as well as requests for accommodations of specific types and sizes. The
substantial majority of the Company's accommodations are located within
high-quality property complexes that typically feature, among other things,
in-unit washers and dryers, dedicated parking and access to fitness facilities
(including, in many cases, pools, saunas and tennis courts). In addition, at a
guest's request, BridgeStreet can upgrade an accommodation by providing
specialized amenities such as office furniture, fax machines and computers. The
Company's accommodations generally are priced competitively with all-suite and
upscale extended-stay hotel rooms even though, on average, they are
substantially larger. For example, BridgeStreet's one-bedroom unit averages
approximately 750 square feet versus approximately 400 square feet for a
one-bedroom at a typical all-suite or upscale extended-stay hotel.

BridgeStreet was founded in August 1996, and in the first quarter of 1997
combined by merger five regional providers of flexible accommodation services.
The Company has achieved significant growth in recent years. On a pro forma
basis, consolidated units available for rent increased from 1,041 units on
January 1, 1994 to 1,936 units on December 31, 1996, representing a compound
annual growth rate of 36%. In addition, pro forma net revenues increased from
$18.9 million in 1994 to $37.6 million in 1996, representing a compound annual
growth rate of 41%.

GROWTH STRATEGY

26
<PAGE> 28

increase internal revenue growth, cost efficiencies and profitability. Key
elements of the Company's business strategy include:

National Operating Strategy. The Company has begun to implement a national
operating strategy with the following components:

27
<PAGE> 29

ACQUISITION STRATEGY

Given the highly fragmented nature of the flexible accommodation services
industry, the Company believes that there are numerous potential acquisition
targets both within markets currently served by the Company and in other major
metropolitan areas. The Company intends to implement an aggressive acquisition
program aimed at (i) expanding into major metropolitan markets not currently
served by the Company and (ii) acquiring other flexible accommodation service
providers in its existing markets to enhance its market position.

In new markets, the Company will target for acquisition one or more leading
local or regional flexible accommodation service providers. Generally, these
companies will be run by successful entrepreneurs, whom BridgeStreet will
endeavor to retain after the acquisitions, and will be of sufficient size to
provide the basis for the Company's future expansion within the new markets.
Each of the Company's acquisition candidates will be expected to demonstrate
potential for increased revenues and profitability. The Company also will
evaluate certain qualitative characteristics of acquisition candidates,
including their reputations in their respective geographic regions, the size and
strength of their customer bases, the quality and experience levels of their
operational management, and their operating histories.

In existing markets, the Company will seek to acquire flexible
accommodation service providers that meet the Company's criteria with respect to
reputation, customer base, management and operating history. Some of the
companies acquired within existing markets will be large enough to retain much
of their own operating and management infrastructures. Other, generally smaller
acquired companies will be combined with BridgeStreet's existing operations to
eliminate redundant functions and improve profitability. Acquisitions in
existing markets should improve revenues and profitability by enhancing regional
brand name recognition and leveraging the economies of scale associated with a
larger business enterprise.

The Company believes that acquisition by BridgeStreet will be attractive to
many smaller independent operators because of (i) the Company's strategy to
create a large, professionally-managed company with national brand name
recognition and a reputation for quality service and customer satisfaction, (ii)
the experience of its officers with industry consolidations, (iii) the Company's
decentralized operating strategy, (iv) the Company's increased visibility and
access to financial resources as a public company, (v) the potential for
increased profitability due to centralized administrative functions, enhanced
systems capabilities and access to increased marketing resources, (vi) the
ability of the acquired companies to participate in the Company's growth and
expansion, and (vii) the strong desire of the owners of many privately-held
companies for liquidity and a return on their investments in their companies.

Based on BridgeStreet's experience in the Combination, BridgeStreet
believes the senior executives of the Founding Companies will be instrumental in
establishing new markets for BridgeStreet and in identifying and completing
future acquisitions. Prior to the Combination, the Founding Companies' senior
executives led their companies' successful expansion into 11 new markets. Many
of these executives had leadership roles in founding and directing the National
Interim Housing Network ("NIHN"), the flexible accommodation services industry's
leading trade association. The Company believes that the visibility of these
individuals within NIHN and within the industry in general will increase the
industry's awareness of the Company and its acquisition program, thereby
attracting interest from owners of other flexible accommodation service
companies.

As consideration for future acquisitions, the Company intends to use
various combinations of cash, notes and Common Stock. The consideration paid for
each future acquisition will depend on such factors as the acquired company's
historical operating results and future prospects and the ability of the
acquired company's business to complement the services offered by the Company.
The Company currently has no binding acquisition agreements. The timing, size
and success of the Company's acquisition efforts and the associated capital
commitments cannot be readily predicted. In the event that no suitable
acquisition candidates exist in a given market, the Company is prepared to enter
a market by establishing a new operation or strategic alliance.

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<PAGE> 30

ACCOMMODATIONS AND SERVICES

Accommodations

BridgeStreet offers high-quality, fully-furnished one-, two- and
three-bedroom accommodations that, together with the specialized amenities
offered by the Company, are intended to provide guests with a "home away from
home." BridgeStreet selects its accommodations based on location, general
condition and basic amenities, with the goal of providing accommodations that
meet each guest's particular needs. As a flexible accommodation services
provider, the Company can satisfy client requests for accommodations in a
variety of locations and neighborhoods, including requests for proximity to an
office, school or area attraction, as well as requests for accommodations of
specific types and sizes. The substantial majority of the Company's
accommodations are located within high-quality property complexes that typically
feature in-unit washers and dryers, dedicated parking, and access to fitness
facilities (including, in many cases, pools, saunas and tennis courts). Standard
furnishings typically include, among other things, cable televisions, answering
machines and clock radios. BridgeStreet also is able to customize its
accommodations at a guest's request with items such as office furniture, fax
machines and computers.

The Company's accommodations generally are priced competitively with
all-suite or upscale extended-stay hotel rooms even though, on average, they are
substantially larger. For example, BridgeStreet's one-bedroom unit averages
approximately 750 square feet versus approximately 400 square feet for a
one-bedroom unit at a typical all-suite or upscale extended-stay hotel. The
Company believes it generally is able to price its accommodations competitively
due to (i) the high quality of its accommodations, (ii) its relatively low
operating cost structure and (iii) its ability to lease accommodations in
accordance with demand and leave unfavorable markets quickly. The length of a
guest's stay can range from a few nights to a few years, with the typical stay
ranging from 30 to 45 days.

Corporate Client Services

The Company believes that it provides valuable, cost-effective services to
its corporate clients, many of which have human resource directors, relocation
managers or training directors with significant, national employee lodging
requirements. In particular, the Company aims to relieve its clients of the
administrative burden often associated with relocating employees and/or
providing them with temporary housing. In addition to providing clients with a
diverse range of accommodation types and sizes in a variety of locations, the
Company believes it satisfies its clients' needs for (i) a high degree of local
market knowledge, (ii) special accommodation requests (such as last-minute
location switches), (iii) accurate, customized billing options and (iv) other
ancillary services such as assistance in locating permanent housing and school
systems. The Company believes that existing and potential clients will
increasingly turn to outside providers such as BridgeStreet to satisfy their
employee lodging requirements as their awareness of BridgeStreet and the
flexible accommodation services industry increases.

Guest Services

The Company strives to provide the highest quality of customer service by
coordinating in advance all aspects of a guest's lodging experience. Prior to a
guest's arrival, BridgeStreet arranges to have keys and directions sent to the
guest, along with other information relating to the guest's interests (as
discerned through prior communications), such as literature on local golf
courses or other forms of entertainment. The Company makes at least one
follow-up telephone call to the guest before the guest moves in to ensure that
the guest will feel comfortable in his or her new accommodation from the moment
of arrival. Immediately prior to the guest's arrival, BridgeStreet's
professional housekeeping staff cleans and inventories the accommodation to
ensure that it is prepared for the guest.

During a guest's stay, BridgeStreet keeps in touch with the guest to
confirm that he or she is satisfied, and to encourage the guest to call whenever
the Company can be of assistance. In addition, the Company maintains a
representative in each city in which it operates to be responsive to guests'
needs. The Company's guest services department offers guests comprehensive
information services before and during their stays to help guests acclimate
themselves to their new surroundings. A guest can obtain information concerning,

29
<PAGE> 31

among other things, local schools, day care providers and area playgrounds, by
placing a single telephone call. Similarly, the guest services department can
identify local entertainment and cultural events, and help coordinate automobile
rentals, grocery shopping and other miscellaneous activities.

BridgeStreet also oversees the moving-out process. The guest is asked
either to mail the keys to the Company in a self-addressed, stamped envelope or
simply to leave the keys in the accommodation. The guest also is asked to
complete a form evaluating his or her stay, and is encouraged to contact the
Company whenever the guest needs accommodations in other locations where
BridgeStreet provides services. The guest's evaluation form is thoroughly
reviewed, and (if applicable) a copy is sent to the corporate client.

CLIENT BASE

BridgeStreet has a diverse client base composed primarily of domestic
Fortune 1000 corporations, business professionals and professional firms. Among
the Company's clients are Ameritech Corp., Andersen Consulting, members of the
Baltimore Orioles, Cargill Inc., Ernst & Young LLP, KPMG Peat Marwick LLP,
Maybelline, Inc. and United Healthcare Corporation. The Company's guests include
corporate employees, consultants, legal and accounting professionals, sales
representatives, traveling health care workers, visiting professors,
professional athletes, artistic performers, medical patients and their
relatives, and people between homes. No client accounted for more than 5% of the
Company's pro forma 1996 revenues.

SALES AND MARKETING

BridgeStreet focuses primarily on business-to-business selling. At the
local level, each of the Company's operating subsidiaries has corporate account
specialists that call on local companies (including local branches of regional
or national companies) to solicit business. The account specialist focuses his
or her efforts on the key decision makers at each company responsible for
establishing and administering travel and accommodation policies, typically
human resource directors, relocation managers or training directors. By
aggressively pursuing relationships with potential clients and expanding
services to existing clients, BridgeStreet seeks to become each client's primary
or sole provider of flexible accommodation services nationwide. As its
operations expand, BridgeStreet increasingly will market its nationwide
capabilities to its local corporate clients.

The Company tailors its marketing strategy to the needs of particular
clients. For example, BridgeStreet markets itself to a corporation with
relocating employees by focusing on its ability to situate large families in
houses and apartments with three or more bedrooms, its access to accommodations
in both metropolitan and suburban settings, and its access to accommodations
that allow pets. In contrast, when marketing to a potential corporate client
having consultants in need of short-term housing, the Company emphasizes its
flexible lease terms and its ability to customize an accommodation with
amenities such as office equipment (including computers), additional telephone
lines and other work-related items.

The Company intends to implement an advertising program designed to enhance
the "BridgeStreet" name both inside and outside the flexible accommodation
services industry and broaden its client base. In addition, the Company intends
to promote its brand name by advertising in trade publications, Chamber of
Commerce listings, local visitor magazines and telephone directories, on the
radio and the Internet, and through periodic direct mail campaigns.

LEASING AGREEMENTS

BridgeStreet leases substantially all of its accommodations through
flexible, short-term leasing arrangements in order to match its supply of
accommodations with client demand. The Company believes that its flexible
leasing strategy allows it to react quickly to changes in market demand for
particular geographic locations and types of accommodations. The Company's
strategy also provides it flexibility to address cyclicality in particular
markets. At March 31, 1997, BridgeStreet's occupancy rate was approximately 90%.
The Company seeks to maintain high occupancy rates by staggering its lease
expiration dates within a geographic area, allowing it to adjust its inventory
of accommodations in a given market to reflect fluctuations in overall demand
and demand for particular types of accommodations.

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<PAGE> 32

The Company strives to develop strong relationships with property managers
to ensure that it has a reliable supply of high-quality, conveniently-located
accommodations. The Company believes that it can provide property managers with
numerous direct benefits, including (i) higher overall occupancy levels, (ii)
simplified lease agreements (with one lease often covering numerous individual
units), (iii) convenient, timely payment (with one check for all units under
lease in a complex) and (iv) maintenance by BridgeStreet of the accommodations
it leases.

BridgeStreet leases the furniture for its accommodations on a short-term
basis ordinarily from major furniture rental companies. Furniture leases range
from three to 18 months, but may be terminated by the Company prior to
expiration. Through its short-term furniture leasing approach, the Company is
able to maintain well-appointed, modern and attractive accommodations, upgrade
and replace furniture as needed and satisfy specific furnishing requests.

PROPERTIES

BridgeStreet leases all of its accommodations (with the exception of 19
condominium units which are owned). The Company has no plans to purchase or own
any additional properties. The Company's accommodations include one-, two- and
three-bedroom apartments, condominiums, townhouses, and, to a lesser extent,
houses. As of March 31, 1997, the Company had approximately 2,100 accommodations
under lease, with lease terms generally ranging from one to 18 months. The
following table indicates as of that date the number of units under lease in
each metropolitan area in which BridgeStreet operates:

<TABLE>
<CAPTION>
50 OR FEWER 51 TO 150 GREATER THAN 150
- --------------------- --------------------- ----------------------------
<S> <C> <C>
Canton, OH Akron, OH Baltimore, MD
Detroit, MI* Cincinnati, OH Cleveland, OH
Oklahoma City, OK* Jackson, MS Columbus, OH
Lexington, KY Minneapolis/St. Paul, MN**
Louisville, KY Pittsburgh, PA**
Memphis, TN Washington, DC
Milwaukee, WI
</TABLE>

- ---------------

* BridgeStreet has operated in this metropolitan area for less than 12 months.

** The operations of two Founding Companies have been integrated in this
metropolitan area.

INDUSTRY OVERVIEW

United States Lodging Industry Overview

In 1996, the United States lodging industry posted record profits of
approximately $11 billion and hotel occupancies reached 67%, representing their
highest level since 1982. The United States lodging industry is estimated to
have generated approximately $76.0 billion in annual room revenues in 1996 and
had overall supply of approximately 3.4 million rooms at December 31, 1996.

The Company believes that the domestic lodging industry has benefited from
a gradually improving supply and demand balance, evidenced by increasing average
daily room and occupancy rates in recent years. Room supply growth in the
lodging industry slowed in the early 1990s and has rebounded in recent years,
but demand nonetheless continues to grow faster than supply. According to
industry reports, supply growth was 0.3% in 1993, 1.0% in 1994, 1.2% in 1995 and
2.1% in 1996. This slow supply growth, coupled with 1.7%, 3.0%, 1.7% and 2.3%
increases in demand (measured by occupied rooms) in 1993, 1994, 1995 and 1996,
respectively, reflects an improved supply and demand balance in the industry.

According to Smith Travel Research, although consumers prefer new hotel
rooms, more than two-thirds of all hotel rooms in the United States are at least
15 years old. The Company believes that new hotels and lodging concepts are
emerging to compete with older hotels by offering newer and more contemporary

31
<PAGE> 33

facilities. New concepts in the lodging industry are focusing more closely on
customer needs and are offering modern amenities such as microwave ovens, voice
mail and computers.

Lodgings for Stays of Four Nights or Longer

According to D. K. Shifflet & Associates, in 1995 guests staying four or
more consecutive nights in a hotel accounted for more than 30% of all hotel
rooms rented. Based on 1995 room demand of 3.4 million rooms, this data shows an
implied demand of nearly one million rooms for such stays. According to industry
statistics, extended-stay hotels currently offer approximately 100,000 rooms.

The demand for guest stays of four or more consecutive nights has resulted
in the following accommodation concepts:

All-Suite Hotels. All-suite hotels constitute a relatively new segment of
the lodging industry, having developed largely over the past 10 years. All-suite
hotels were developed partially in response to the increasing number of
corporate relocations, transfers and temporary assignments, and principally are
oriented toward business travelers willing to pay rates in the mid- to
upper-price levels. All-suite hotel rooms are larger than traditional hotel
rooms and, in some cases, contain efficiency kitchens. All-suite hotels
typically offer discounts to guests staying for extended periods.

Extended-Stay Hotels. Extended-stay hotels are an extension of the
all-suites concept, generally providing more space, rooms and "home-like"
conveniences to the traveler. Extended-stay hotel units typically are larger
than traditional hotel rooms and, in some cases, include kitchen facilities with
a stove, refrigerator and microwave, a work desk, laundry facilities, and a
separate bedroom. From 1991 through 1996, the compound annual growth rate in
occupied rooms in extended-stay hotels was approximately 11.1%, compared to
approximately 2.1% for the overall domestic lodging industry, while the compound
annual growth rate in room supply in such hotels was approximately 9.9%,
compared to approximately 1.1% for the overall domestic lodging industry.

Flexible Accommodation Service Providers. Flexible accommodation service
providers utilize a substantially different business model than fixed-location
providers (such as all-suite and extended-stay hotels) with respect to sourcing
of inventory (i.e., accommodations and furnishings), unit economics, and sales
and marketing. Companies in the flexible accommodation services industry
typically do not own real estate but instead lease apartments, condominiums,
townhouses and even houses on a short-term basis. These companies then rent the
leased accommodations, primarily for business travelers. The Company believes
that growth in the flexible accommodation services industry is attributable to
an increased demand by travelers on extended trips for accommodations that
better approximate their everyday living environment. Accommodations in this
segment typically are the most "home-like" in the lodging industry, offering
full-sized, fully-equipped kitchens, bedrooms, bathrooms and living rooms.
Flexible accommodation service providers focus primarily on employees in the
corporate workforce, from entry-level to executive. Due to their short-term
leasing strategy, flexible accommodation service providers are less capital- and
labor-intensive, and have a more variable cost structure, than fixed-location
providers.

COMPETITION

Flexible accommodation service providers compete primarily on the basis of
location, availability, price and quality of accommodations, quality and scope
of service and brand name recognition. The Company believes that, while it
currently competes against all lodging providers, in the future its primary
competition will come from other flexible accommodation service providers and,
to a lesser extent, all-suite hotels and upscale extended-stay hotels. The
Company intends to compete by maintaining a loyal customer base and offering a
client-oriented approach with convenient locations, large and high-quality
customized accommodations, and personalized customer service.

The Company expects its business to become more competitive as existing
competitors expand and additional companies enter the flexible accommodation
services industry. The Company believes that the largest providers of flexible
accommodation services currently are Oakwood, Gables Corporate Accommoda-

32
<PAGE> 34

tions, Accommodations America, Inc., ExecuStay, Inc. and Globe Furniture
Rentals, Inc., some of which are larger (in terms of number of available
accommodations) than BridgeStreet. Certain of the Company's existing competitors
have, and any new competitors that enter the industry may have, access to
significantly greater resources than the Company. In particular, Oakwood is
affiliated with R&B Realty Group, the nation's tenth largest apartment
management company. This affiliation gives Oakwood access to apartment
communities and capital that may be unavailable to the Company. See "Risk
Factors -- Competition."

REGULATION AND TAX

The Company is subject to employment laws, including minimum wage,
overtime, working condition and work permit requirements. The Company believes
that it is in compliance with all applicable employment laws, and intends to
continue to comply with such laws.

In addition, the Company is subject to the Americans with Disabilities Act
(the "ADA") as a private entity providing public accommodations. All public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. While the Company believes that all of the
units it leases are substantially in compliance with these requirements, a
determination that such units are not in compliance with the ADA could result in
the imposition of fines or an award of damages to private litigants.

As a lessee of its accommodations, BridgeStreet believes that it and its
employees are either outside the purview of, or exempted from, laws in the
majority of jurisdictions in which the Company operates requiring real estate
brokers to hold licenses. However, there can be no assurance that the Company's
position would be upheld if challenged or that any such jurisdiction will not
amend its laws to require the Company and/or one or more of its employees to be
licensed brokers. Moreover, there can be no assurance that the Company will not
operate in the future in jurisdictions requiring such licensing. See "Risk
Factors -- Licensing and Tax Issues."

In some of the jurisdictions in which the Company operates, the Company
believes that it is not required to charge the sales and "bed" taxes that are
applicable to overnight guests in fixed-location lodgings. There can be no
assurance, however, that the tax laws in particular jurisdictions will not
change or that a tax collection agency will not successfully challenge the
Company's position regarding the applicability of such taxes. See "Risk Factors
- -- Licensing and Tax Issues."

INSURANCE

The Company purchases general liability, comprehensive property damage,
automobile, workers' compensation and other insurance coverages that management
considers adequate for the protection of the Company's assets and operations,
although there can be no assurance that the coverage limits of such policies
will be adequate. A successful claim against the Company beyond the scope of its
insurance coverage or in excess of its limits could have a material adverse
effect on the Company's business, financial condition and results of operations.
Claims against the Company, regardless of their merit or outcome, also may have
an adverse effect on the Company's reputation and business.

INTELLECTUAL PROPERTY

The Company has filed an application with the United States Patent and
Trademark Office to register the service mark "BridgeStreet."

HEADQUARTERS AND REGIONAL OFFICES

The Company's corporate headquarters is located in Hudson, Ohio and is
occupied pursuant to a lease that expires in October 1998. In addition, the
Company currently leases regional offices in Columbus, Ohio; Baltimore,
Maryland; Memphis, Tennessee; and Minneapolis, Minnesota.

33
<PAGE> 35

EMPLOYEES

As of March 31, 1997 the Company had approximately 200 full-time employees
and approximately 40 part-time employees. BridgeStreet expects that it will
increase the number of its employees as it expands its business. The Company's
employees are not subject to any collective bargaining agreements, and
management believes that its relationship with its employees is good.

LEGAL PROCEEDINGS

The Company is from time to time a party to litigation arising in the
ordinary course of business. There can be no assurance that the Company's
insurance coverage will be adequate to cover all liabilities arising out of such
litigation. Management believes that any liability that the Company might incur
upon the resolution of any existing litigation will not have a material adverse
effect upon the Company's business, financial condition and results of
operations.

34
<PAGE> 36

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information as of May 1, 1997 concerning the
Company's current directors and executive officers:

<TABLE>
<CAPTION>
NAME AGE CURRENT POSITIONS
---------------------------------------------------- --- ----------------------------
<S> <C> <C>
William N. Hulett, III.............................. 53 President, Chief Executive
Officer and Director
Rocco A. Di Lillo................................... 45 Vice President, Chief
Operating Officer and
Director
Mark D. Gagne, CPA.................................. 36 Chief Financial Officer and
Treasurer
Paul M. Verrochi.................................... 48 Chairman of the Board
Lynda D. Clutchey................................... 39 Director
Connie F. O'Briant.................................. 38 Director
Melanie R. Sabelhaus................................ 48 Director
</TABLE>

William N. Hulett, III has been President, Chief Executive Officer and a
director of the Company since January 1997. He also is Chief Executive Officer
and sole director of each of the Company's wholly-owned subsidiaries. Mr.
Hulett's career in the hotel industry has spanned 33 years, from 1960 to 1993.
During 21 years with Westin Hotels (from 1960 to 1981), Mr. Hulett managed some
of the finest hotels in America, including the St. Francis in San Francisco and
The Mayflower in Washington, D.C., served as the Managing Director for all
Westin Hotels in Hawaii, and also served as Vice President for Operations and
Development, during which time he built the Westin in Cincinnati and the Westin
O'Hare in Chicago. In 1981, Mr. Hulett joined the Nestle Corporation as
President of the Stouffer Hotel Company ("Stouffer"). During his 12 years as
President of Stouffer, he built, acquired or joint ventured over 35 hotels. In
1993, when Stouffer was sold, he devoted his time to fund raising and building
the Rock and Roll Hall of Fame and Museum, which opened in Cleveland, Ohio in
1995. He served as its Chairman and Chief Executive Officer until joining
BridgeStreet in 1997. Mr. Hulett is a director of the Travel Industry
Association of America and of Developers Diversified Realty Corporation, and has
served the American Hotel and Motel Association in various capacities, including
Vice Chairman of its Educational Institute.

Rocco A. Di Lillo has been Vice President, Chief Operating Officer and a
director of the Company, and President and Chief Operating Officer of one of the
Company's five operating subsidiaries, since January 1997. Mr. Di Lillo also is
President of City Visitor Publications, Inc., a leading publisher of travel and
visitor guides in the Midwest. Until the Combination in January 1997, Mr. Di
Lillo was President and sole director of CLI, which he founded in March 1987,
and which expanded into 10 Midwest cities in six states. CLI was named to the
"Weatherhead 100," which honors the 100 fastest-growing companies in Northeast
Ohio, in both 1995 and 1996. Mr. Di Lillo is a charter member of NIHN, the
flexible accommodation services industry's leading trade association.

Mark D. Gagne, CPA, has been Chief Financial Officer and Treasurer of the
Company since January 1997. From January 1996 until January 1997, Mr. Gagne was
a consultant to ABP. Previously, from February 1992 to December 1995, Mr. Gagne
was Chief Financial Officer and Treasurer of CMG Information Services Inc. and
subsidiaries, a publicly traded group of direct marketing services, fulfillment
services and information/internet technologies companies. From April 1988 to
January 1992, Mr. Gagne was Vice President and Chief Financial Officer of the
Trodella Companies, three privately held construction services companies. From
1982 to 1988, Mr. Gagne served in a number of positions as a Certified Public
Accountant for Kennedy & Lehan, P.C. and Arthur Andersen LLP.

Paul M. Verrochi has been Chairman of the Board of Directors of the Company
since August 1996. In 1992, Mr. Verrochi co-founded American Medical Response,
Inc. ("AMR"), which prior to its acquisition

35
<PAGE> 37

was a publicly held company and the largest national provider of ambulance
services. From August 1992 to January 1996, Mr. Verrochi served as AMR's
President and Chief Executive Officer, and until January 1997 he also served as
the Chairman of the Board of Directors. Mr. Verrochi was selected as the 1995
National Entrepreneur of the Year for Emerging Growth Companies by Inc.
Magazine. Mr. Verrochi serves as an advisory board member to numerous charitable
foundations, including the New England Aquarium and the Boston Symphony
Orchestra. Mr. Verrochi also is Chairman of ABP and a director of Coach USA,
Inc., a publicly held company.

Lynda Clutchey has been a director of the Company, and President and Chief
Operating Officer of one of the Company's five operating subsidiaries, since
January 1997. Until January 1997, Ms. Clutchey was President and a director of
TCH, which she co-founded in August 1983. Prior to co-founding TCH, Ms. Clutchey
served in the United States Peace Corps, working with an agricultural marketing
cooperative in the Philippines. Ms. Clutchey is a charter member of NIHN and
served on its Board of Directors from its inception in 1990 through 1994.

Connie F. O'Briant has been a director of the Company, and President and
Chief Operating Officer of one of the Company's five operating subsidiaries,
since January 1997. Until January 1997, Ms. O'Briant was President and a
director of THEI, which she co-founded in May 1991. Active in civic and
relocation industry efforts, THEI is involved in the Executive Newcomer's
Committee, the Memphis Area Chamber of Commerce and the Mid-South Relocation
Council. THEI received the Memphis Business Journal's "Memphis Business of the
Year" Small Business Award in 1994. Ms. O'Briant is a member of the President's
Council of United American Bank and an investment partner of Junior Achievement.
Ms. O'Briant also is a member of NIHN and served on its Board of Directors from
1995 to 1996.

Melanie R. Sabelhaus has been a director of the Company, and President and
Chief Operating Officer of one of the Company's five operating subsidiaries,
since January 1997. Until January 1997, Ms. Sabelhaus was President and a
director of EIP, which she founded in June 1987. Prior to founding EIP, Ms.
Sabelhaus spent 17 years in various sales and management positions at IBM. Ms.
Sabelhaus was listed in the Women's Top 100 of Maryland 1996, and also was
honored by the Baltimore Business Journal in 1995 for operating one of the top
25 women-owned businesses in that city. Ms. Sabelhaus is a charter member of
NIHN.

COMMITTEES OF THE BOARD OF DIRECTORS

Upon or prior to the closing of this offering, the Company will establish
an Audit Committee and Compensation Committee. The Audit Committee, a majority
of which will be independent directors, will make recommendations concerning the
engagement of independent public accountants, review with the independent public
accountants the plans for and results of the Company's annual audit, approve
professional services provided by and the independence of the independent public
accountants, consider the range of audit and non-audit fees and review the
adequacy of the Company's internal accounting controls. The Compensation
Committee, a majority of which will be independent directors, will establish a
general compensation policy for the Company, approve increases in directors'
fees and salaries paid to officers and senior employees of the Company,
administer the Company's 1997 Equity Incentive Plan and Stock Plan for
Non-Employee Directors, and determine, subject to the provisions of the
Company's employee benefit plans, the directors, officers and employees of the
Company eligible to participate in any of the plans, the extent of such
participation and terms and conditions under which benefits may be vested,
received or exercised.

DIRECTOR COMPENSATION

Members of the Board of Directors who also serve as officers of the Company
or its subsidiaries do not receive compensation for serving on the Board. Each
other member of the Board will receive a fee of $2,000 for each Board of
Directors meeting attended and an additional fee of $1,000 for each committee
meeting attended, except that $500 will be paid for each committee meeting
attended on the same date as a Board meeting. All directors will receive
reimbursement of reasonable expenses incurred in attending Board and committee
meetings and otherwise carrying out their duties.

36
<PAGE> 38

The Company's Board of Directors has adopted the Stock Plan for
Non-Employee Directors (the "Directors' Plan"). Subject to adjustment for stock
splits and similar events, a total of 100,000 shares of Common Stock are
reserved for issuance under the Directors' Plan. Pursuant to the Directors'
Plan, on the date of this Prospectus, each director who is neither an employee
of the Company or one of its subsidiaries nor a holder of five percent or more
of the Company's Common Stock (a "non-employee director") will receive an option
to purchase 12,500 shares of Common Stock with a per-share exercise price equal
to the initial public offering price. Thereafter, each such non-employee
director will be granted, on every third anniversary of this Prospectus
(provided he or she still is a non-employee director at such time), an option to
acquire an additional 7,500 shares of Common Stock. Each non-employee director
initially elected following this offering will be granted upon such election an
option to purchase 7,500 shares of Common Stock, and thereafter will be granted,
immediately following every third anniversary of such election provided he or
she still is a non-employee director at such time (or third annual meeting at
which such non-employee director is reelected, if the director initially was
elected at an annual meeting) an option to acquire an additional 7,500 shares of
Common Stock. The exercise price of options granted following this offering will
be the fair market value of the Common Stock on the date of grant. Each option
will be non-transferable except upon death (unless otherwise approved by the
Board), will expire 10 years after the date of grant and will become exercisable
with respect to one-third of the shares of Common Stock issuable thereunder on
each of the first three anniversaries of the date of grant if the individual is
a director at such time. If the director dies or otherwise ceases to be a
director prior to the expiration of an option, the option (if exercisable) will
remain exercisable for a period of one year (following death) or three months
(following other termination of the individual's status as a director), but in
no event beyond the tenth anniversary of the date of grant. The Board of
Directors may at any time or times amend the Directors' Plan for any purpose
that at the time may be permitted by law.

As of the date of this Prospectus, options to purchase 37,500 shares of
Common Stock have been granted under the plan.

EXECUTIVE COMPENSATION

The Company did not pay any compensation to its executive officers in 1996.

Equity Incentive Plan

The Company has adopted the 1997 Equity Incentive Plan (the "Equity
Incentive Plan"), which provides for the award ("Award") of up to 1,000,000
shares of Common Stock in the form of incentive stock options ("ISOs"),
non-qualified stock options, stock appreciation rights, performance shares,
restricted stock or stock units. All directors and employees of, and all
consultants and advisors to, the Company (including its subsidiaries) are
eligible to participate in the Equity Incentive Plan.

The Equity Incentive Plan will be administered by the Compensation
Committee (the "Committee"), which determines who shall receive Awards from
those individuals eligible to participate in the Equity Incentive Plan, the type
of Award to be made, the number of shares of Common Stock that may be acquired
pursuant to the Award and the specific terms and conditions of each Award,
including the purchase price, term, vesting schedule, restrictions on transfer
and any other conditions and limitations applicable to the Awards or their
exercise. Options that are ISOs may be exercisable for not more than 10 years
after the date the option is awarded. The Committee may at any time accelerate
the exercisability of all or any portion of an option.

In the event of a merger or consolidation in which the Company is not the
surviving corporation or which results in the acquisition of substantially all
the Company's outstanding shares of capital stock, or in the event of the sale
or transfer of substantially all of the Company's assets, if the Committee so
determines, all outstanding Awards will terminate, provided that on or before 20
days prior to the proposed effective date of any such transaction, the Committee
either (i) makes all outstanding Awards exercisable prior to the consummation of
the transaction or (ii) arranges for the surviving or acquiring corporation, if
any, to grant to participants replacement Awards.

37
<PAGE> 39

The Equity Incentive Plan may be amended from time to time by the Board of
Directors or terminated in its entirety; however, no amendment may be made
without stockholder approval if such approval is necessary to comply with any
applicable tax or regulatory requirement.

Options to Purchase Shares of Common Stock

Messrs. Hulett, Di Lillo and Gagne have been awarded options under the
Equity Incentive Plan, effective as of the date of this Prospectus, to purchase
150,000, 75,000 and 75,000 shares of Common Stock, respectively. Each option (i)
has a per share exercise price equal to the initial public offering price, (ii)
becomes exercisable with respect to one-third of the shares issuable thereunder
on each of the first three anniversaries of the closing of this offering and
(iii) expires 10 years from the date of grant. With respect to Messrs. Hulett
and Gagne, upon the effectiveness of a change in control (as defined in their
employment contracts), the stock option granted to each of them will become
exercisable in full. In addition, if the Company fails to continue Mr. Hulett's
employment following the term of his employment contract for a reason other than
for cause (as defined) or disability, then all options held by Mr. Hulett at
such time will become exercisable in full. See "--Employment Contracts."

In addition to the options granted to Messrs. Hulett, Di Lillo and Gagne,
the Company has awarded options under the Equity Incentive Plan, effective as of
the date of this Prospectus, to purchase an aggregate of 134,000 shares of
Common Stock, with each such option having a per share exercise price equal to
the initial public offering price.

Employment Contracts

Mr. Hulett has a three-year employment contract beginning June 1, 1997 and
ending May 31, 2000 to serve as the Company's Chief Executive Officer and
President. Under this contract, Mr. Hulett will receive a base salary of
$200,000, subject to discretionary increases and also subject to specified
increases if the Company achieves budgeted net earnings per share. Mr. Hulett
also may receive a bonus of up to 50% of his base salary based on performance
goals and other criteria. Mr. Hulett has agreed not to compete with the Company
for a period of two years following termination of his employment. From January
through May 1997, Mr. Hulett served as a consultant to the Company pursuant to a
consulting agreement.

Mr. Gagne has an employment contract ending May 31, 2000 to serve as the
Company's Chief Financial Officer. Under this contract, Mr. Gagne will receive a
base salary of $125,000, subject to discretionary increases, and a bonus of up
to 40% of his base salary based on performance goals and other criteria. Under
certain circumstances, Mr. Gagne will receive as severance three months' salary,
six months' benefits and a pro rata portion of his bonus payment, if payable. In
the event of a change in control (as defined), Mr. Gagne may terminate the
contract and receive one year's salary and a pro rata portion of his bonus, if
payable. Mr. Gagne has agreed not to compete with the Company for a period of
two years following termination of his employment.

Mr. Di Lillo has an employment contract ending January 2, 2000. Under this
contract, Mr. Di Lillo will receive a base salary of $125,000, subject to
discretionary increases, and a bonus of up to 40% of his base salary based on
performance goals and other criteria. The contract may be terminated by the
Company without cause upon the approval of two-thirds of the Company's Board of
Directors. Mr. Di Lillo is subject to the non-competition provisions described
in "Certain Transactions--Organization of the Company; The Combination."

LIMITATION OF CERTAIN LIABILITY OF OFFICERS AND DIRECTORS

As permitted by the DGCL, the Company's Certificate of Incorporation
provides for the elimination, subject to certain conditions, of the personal
liability of directors of the Company for monetary damages for breach of their
fiduciary duties. The directors, however, remain subject to equitable remedies.
The Company's Certificate of Incorporation also provides that the Company will
indemnify its directors and officers. In addition, the Company maintains an
indemnification insurance policy covering all directors and officers of the
Company. In general, the Company's Certification of Incorporation and the
indemnification insurance policy

38
<PAGE> 40

attempt to provide the maximum protection permitted by Delaware law with respect
to indemnification of directors and officers.

Under the indemnification provisions of the Company's Certificate of
Incorporation and the indemnification insurance policy, the Company will repay
certain expenses incurred by a director or officer in connection with any civil
or criminal action or proceeding, and specifically including actions by or in
the name of the Company (derivative suits), where the individual's involvement
is by reason of the fact that he or she is or was a director or officer of the
Company. Such indemnifiable expenses include, to the maximum extent permitted by
law, attorney's fees, judgments, civil or criminal fines, settlement amounts,
and other expenses customarily incurred in connection with legal proceedings. A
director or officer will not receive indemnification if he or she is found not
to have acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company.

39
<PAGE> 41

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock, as of May 1, 1997 and as adjusted to
reflect the sale of shares of Common Stock by the Selling Stockholders, of (i)
each director of the Company, (ii) certain executive officers of the Company,
(iii) all directors and executive officers as a group, (iv) each person or
entity known to the Company to beneficially own more than 5% of the outstanding
Common Stock and (v) the Selling Stockholders. Except as indicated in the
footnotes below, the persons named in this table have sole investment and voting
power with respect to the shares beneficially owned by them.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE
OWNED PRIOR SHARES TO BENEFICIALLY OWNED
TO OFFERING(1) BE SOLD AFTER OFFERING(1)
----------------------- IN ---------------------
NUMBER PERCENT OFFERING NUMBER PERCENT
--------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
William N. Hulett, III............... 175,000 3.2% -- 175,000 %
Rocco A. Di Lillo(2)................. 810,851 14.8
Mark D. Gagne........................ 81,400 1.5 -- 81,400
Paul M. Verrochi(2).................. 300,500(3) 5.5 -- 300,500
Sandra A. Brown(2)(4)................ 475,000 8.7
Lynda D. Clutchey(2)................. 1,537,285(5) 28.1 (6)
Connie F. O'Briant(2)................ 391,408(7) 7.1
Melanie R. Sabelhaus(2).............. 1,001,805(8) 18.3
SLD Partnership(9)................... 1,489,395 27.2
All directors and executive officers
as a group (7 persons)............. 4,298,249(10) 78.5
</TABLE>

- ---------------
* Less than 1%

(1) Percentages are based upon 5,475,000 shares of Common Stock outstanding on
May 1, 1997 and shares of Common Stock outstanding as of the
closing of this offering, respectively.

(2) The stockholder's address is c/o BridgeStreet Accommodations, Inc., 1896
Georgetown Road, Hudson, Ohio 44236.

(3) Includes 150,250 shares of Common Stock held in a trust for the benefit of
Mr. Verrochi's children, with respect to which Mr. Verrochi disclaims
beneficial ownership.

(4) Ms. Brown is President and Chief Operating Officer of one of the Company's
operating subsidiaries. Prior to the Combination, she was a senior
executive officer of Home Again.

(5) Consists of (i) 47,890 shares of Common Stock held jointly with Ms.
Clutchey's spouse and (ii) 1,489,395 shares of Common Stock held by SLD
Partnership, an Ohio general partnership, with respect to which Ms.
Clutchey shares voting and investment power. Ms. Clutchey and each of two
of her siblings owns a one-third interest in SLD Partnership.

(6) Represents Ms. Clutchey's one-third interest in the shares of Common Stock
being offered by SLD Partnership in this offering.

(7) Includes 191,790 shares of Common Stock held by Ms. O'Briant's spouse, as
to which shares Ms. O'Briant disclaims beneficial ownership.

(8) Includes 18,250 shares of Common Stock held by Ms. Sabelhaus' spouse, as to
which shares Ms. Sabelhaus disclaims beneficial ownership.

(9) The address of SLD Partnership is 1515 Bethel Road, Columbus, Ohio 43220.

(10) See Notes 3, 5, 7 and 8 above.

40
<PAGE> 42

CERTAIN TRANSACTIONS

ORGANIZATION OF THE COMPANY

Start-Up Funding

The Company was initially capitalized in August 1996 with an aggregate of
$2,000 provided by Messrs. Verrochi, Donald W. Glazer, Joseph E. Palmer, Dominic
J. Puopolo and Michael L. Stark. As a result of a 499-for-1 stock split in
November 1996 (and following certain subsequent transfers), these individuals
currently beneficially own 818,140 shares of Common Stock in the aggregate.

ABP

Mr. Verrochi, Chairman of the Company, is a principal and Chairman of ABP,
and Mr. Glazer, Secretary of the Company, is a principal of ABP. ABP has
advanced interest-free funds on behalf of the Company for various expenses
incurred by the Company in connection with the Combination and this offering.
The Company will repay such funds from the proceeds of this offering. See "Use
of Proceeds."

ABP has also agreed to assist the Company to complete future acquisitions
if the Company so requests. Under the agreement between the parties, which is
terminable at will by either party, ABP will receive from the Company in cash 1%
of the transaction value of acquisitions for which ABP at the Company's request
provides assistance. ABP also will be reimbursed for all direct expenses
incurred by ABP in connection with such acquisitions.

The Combination

In connection with the Combination, the Company acquired all of the issued
and outstanding capital stock of the Founding Companies. See "Combination." The
aggregate consideration paid by the Company in the Combination was 4,301,000
shares of Common Stock. Of this amount, individuals who are executive officers
and/or directors of the Company received the following: Mr. Di Lillo, 835,901
shares; Ms. Sabelhaus, 1,001,805 shares (including shares issued to her spouse);
Ms. O'Briant, 391,408 shares (including shares issued to her spouse); and Ms.
Clutchey, 1,537,285 shares (including shares issued to a general partnership in
which each of Ms. Clutchey and two of her siblings holds a one-third interest).
See "Principal and Selling Stockholders." Pursuant to the terms of the
agreements by which their Founding Companies were merged into the Company, each
of Mr. Di Lillo, Ms. Sabelhaus, Ms. O'Briant and Ms. Clutchey were designated
directors of the Company.

Each of Ms. Sabelhaus, Ms. O'Briant and Ms. Clutchey has entered into an
employment agreement with the Company which provides for an initial base salary
of $100,000, subject to upward adjustment in the sole discretion of the
Company's Board of Directors, and participation in the Company's bonus and
benefit plans. The employment agreements expire on January 2, 2000 but may be
terminated earlier in the event of disability, for cause (as defined) or without
cause by the approval of two-thirds of the Company's Board of Directors. Mr. Di
Lillo also entered into an employment agreement in connection with the
Combination. See "Management -- Executive Compensation; Employment Contracts."

Each of Mr. Di Lillo, Ms. Sabelhaus, Ms. O'Briant and Ms. Clutchey has
agreed not to compete with the Company until January 2, 2002 or, if later, three
years from the date of termination of employment by the Company (regardless of
the reason therefor).

TRANSACTIONS INVOLVING OFFICERS AND DIRECTORS

As a result of the Combination, the Company assumed the obligations of TCH
under a three-year contract, effective January 1, 1996, with Saturn Enterprises,
Inc. ("Saturn"), a corporation of which David Clutchey III is the sole
stockholder. Mr. Clutchey is the husband of Lynda Clutchey, a director of
BridgeStreet. Pursuant to the contract, TCH leased from Saturn on a
non-exclusive basis televisions, VCRs, and microwave ovens. In 1994, 1995 and
1996, TCH paid or accrued expenses under this contract of

41
<PAGE> 43

approximately $11,200, $47,400 and $107,300, respectively. The Company has no
obligation to lease equipment under the contract, but may continue to do so.
BridgeStreet believes that the terms of this contract are no less favorable than
could be obtained from non-affiliated parties.

The Company also assumed TCH's obligations under an exclusive lease
agreement with Integrity Furniture, Inc., a company which is 49% owned by SLD
Partnership, an Ohio general partnership in which Ms. Clutchey and two of her
siblings each have a one-third interest. The agreement was entered into on
September 12, 1995, has a five-year term and provides that the lessor has the
exclusive right to furnish all of the Company's leased accommodations in
Pittsburgh, Pennsylvania at agreed-upon prices. The initial unit lease terms are
for minimum three-month periods that then are renewable monthly. The Company
believes that the lease terms are no less favorable than could be obtained from
non-affiliated parties. The rental amounts under this contract totalled
approximately $213,000 during 1996.

Stephen and David Holzer performed consulting services for TCH from June
1992 until November 1996. For such services, each earned $48,000 per year during
1994, 1995 and 1996. The Holzers are brothers of Ms. Clutchey and general
partners of SLD Partnership. The consulting agreements were terminated in
November 1996.

CLI performed certain general and administrative services (e.g., accounting
services) for City Visitor, an entity which publishes a travel magazine and is
100% owned by Mr. Di Lillo. For services during 1994, 1995 and 1996, City
Visitor paid CLI approximately $42,000, $51,000 and $15,000, respectively. City
Visitor sold advertising space in its magazine to CLI during these years, and
was paid, respectively, approximately $34,000, $22,000 and $31,000. Following
this offering, the Company intends to continue purchasing advertising space from
City Visitor from time to time. However, the Company has neither entered into a
contract with, nor made any commitment with respect to the amounts of
advertising purchases from, City Visitor. The Company believes that the prices
currently paid to City Visitor for advertising are no less favorable than could
be obtained from non-affiliated third parties.

COMPANY POLICY

The Company's policy is that any future transactions with directors,
officers, employees or affiliates of the Company be approved in advance by a
majority of the Company's Board of Directors, including a majority of
disinterested directors, and be on terms no less favorable to the Company than
the Company could obtain from non-affiliated parties.

42
<PAGE> 44

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 35,000,000 shares of
Common Stock, $.01 par value per share, and 5,000,000 shares of Preferred Stock,
$.01 par value per share. The following summary of the Common Stock and the
Preferred Stock is qualified by reference to the Company's Amended and Restated
Certificate of Incorporation and By-laws included as exhibits to the
Registration Statement of which this Prospectus is a part.

COMMON STOCK

The Company had outstanding immediately prior to this offering 5,475,000
shares of Common Stock and options to purchase an aggregate of 471,500 shares of
Common Stock. A total of 1,000,000 shares of Common Stock are reserved for
issuance under the Equity Incentive Plan and a total of 100,000 shares of Common
Stock are reserved for issuance under the Directors' Plan. Holders of Common
Stock are entitled to one vote for each share held of record on all matters
submitted to a vote of the stockholders, and do not have cumulative voting
rights. Subject to preferences that may be applicable to any outstanding shares
of Preferred Stock, holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by the Board of
Directors of the Company out of funds legally available therefor. See "Dividend
Policy." All outstanding shares of Common Stock are, and the shares to be sold
in this offering when issued and paid for will be, fully paid and nonassessable,
and the holders thereof will have no preferences or conversion, exchange or
pre-emptive rights. In the event of any liquidation, dissolution or winding-up
of the affairs of the Company, holders of Common Stock will be entitled to share
ratably in the assets of the Company remaining after payment or provision for
payment of all of the Company's debts and obligations and after liquidation
payments to holders of outstanding shares of Preferred Stock, if any.

PREFERRED STOCK

The Preferred Stock, if issued, would have priority over the Common Stock
with respect to dividends and other distributions, including the distribution of
assets upon liquidation. The Board of Directors has the authority, without
further stockholder authorization, to issue from time to time shares of
Preferred Stock in one or more series and to fix the terms, limitations,
relative rights and preferences and variations of each series. In addition to
having a preference with respect to dividends or liquidation proceeds, the
Preferred Stock, if issued, may be entitled to the allocation of capital gains
from the sale of the Company's assets. Although the Company has no present plans
to issue any shares of Preferred Stock following the closing of this offering,
the issuance of shares of Preferred Stock, or the issuance of rights to purchase
such shares, could decrease the amount of earnings and assets available for
distribution to the holders of Common Stock, could adversely affect the rights
and powers, including voting rights, of the Common Stock, and could have the
effect of delaying, deterring or preventing a change in control of the Company
or an unsolicited acquisition proposal.

ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS
OF DIRECTORS

The By-laws establish an advance notice procedure with regard to the
nomination by the stockholders of the Company of candidates for election as
directors and with regard to other matters to be brought by stockholders before
a meeting of stockholders of the Company.

These procedures require that a stockholder seeking to nominate a director
or propose business at an annual meeting give written notice of such nomination
or proposal, delivered to or mailed and received by the Secretary of the Company
at the principal executive offices of the Company not less than 60 days nor more
than 90 days prior to the meeting. Detailed requirements as to the form, timing
and substance of that notice are specified in the By-laws. No persons shall be
eligible for election as a director of the Company nor shall any business matter
be conducted unless nominated or proposed, as the case may be, in strict
accordance with the procedures set forth in the Company's By-laws, as determined
by the President of the Company.

Although the By-laws do not give the Board of Directors any power to
approve or disapprove stockholder nominations for the election of directors or
of any other business desired by stockholders to be conducted at an annual or
any other meeting, the By-laws (i) may have the effect of precluding nominations
for the election of

43
<PAGE> 45

directors or precluding the conduct of business at a particular annual meeting
if the proper procedures are not followed or (ii) may discourage or deter a
third party from conducting a solicitation of proxies to elect its own slate of
directors or otherwise attempting to obtain control of the Company, even if the
conduct of such solicitation or such attempt might be beneficial to the Company
and its stockholders.

OTHER PROVISIONS

Special Meetings of the Stockholders of the Company. The Company's By-laws
provide that a special meeting of the stockholders of the Company only may be
called by the President, the Chairman of the Board or by order of the Board of
Directors. The By-laws do not authorize the stockholders to call a special
meeting of stockholders, potentially limiting the stockholders' ability to offer
proposals between annual meetings if no special meetings are otherwise called by
the President, Chairman or the Board.

Amendment of the By-laws. The Company's Certificate of Incorporation
provides that the By-laws may be amended only by a majority vote of the Board of
Directors or by a vote of at least 75% of the outstanding shares of the
Company's stock entitled to vote in the election of directors.

No Action by Written Consent. The Company's Certificate of Incorporation
does not permit the Company's stockholders to act by written consent. As a
result, any action to be taken by the Company's stockholders must be taken at a
duly called meeting of the stockholders.

DELAWARE ANTI-TAKEOVER STATUTE

The Company is subject to Section 203 of the DGCL which, with certain
exceptions, prohibits a Delaware corporation from engaging in any of a broad
range of business combinations with any "interested stockholder" for a period of
three years following the date that such stockholder became an interested
stockholder, unless: (i) prior to such date, the Board of Directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned (a) by persons who are directors and officers and
(b) by employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer or (iii) on or after such date, the
business combination is approved by the Board of Directors and authorized at an
annual or special meeting of stockholders by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder. An "interested stockholder" is defined as any person that is (i)
the owner of 15% or more of the outstanding voting stock of the corporation or
(ii) an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder.

TRANSFER AGENT

The transfer agent and registrar for the Company will be selected prior to
the closing of this offering.

44
<PAGE> 46

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have shares
of Common Stock issued and outstanding, and 471,500 shares of Common Stock
issuable upon the exercise of outstanding options. Of these shares,
shares sold pursuant to this offering (or shares, if the
Underwriters' over-allotment option is exercised in full) will be freely
tradeable without restriction under the Securities Act, except any shares
purchased by an "affiliate" (as that term is defined under the rules and
regulations of the Securities Act) of the Company, which shares will be subject
to the resale limitations of Rule 144 of the Securities Act. The remaining
shares outstanding upon completion of this offering will be subject to the
resale limitations of Rule 144.

In general, under Rule 144, if a period of at least one year has elapsed
between the later of the date on which restricted securities were acquired from
the Company and the date on which they were acquired from an affiliate, then the
holder of such restricted securities (including an affiliate) is entitled to
sell that number of shares within any three-month period that does not exceed
the greater of (i) one percent of the then outstanding shares of Common Stock or
(ii) the average weekly reported volume of trading of Common Stock during the
four calendar weeks preceding such sale. Sales under Rule 144 also are subject
to certain requirements pertaining to the manner of sales, notices of sales and
the availability of current public information concerning the Company. Any
shares not constituting restricted securities sold by affiliates must be sold in
accordance with the foregoing volume limitations and other requirements but
without regard to the one year holding period. Under Rule 144(k), if a period of
at least two years has elapsed from the later of the date on which restricted
securities were acquired from the Company and the date on which they were
acquired from the affiliate, a holder of such restricted securities who is not
an affiliate at the time of the sale and has not been an affiliate for at least
three months prior to the sale would be entitled to sell the shares immediately
without regard to the volume limitations and other conditions described above.

The Company and each of its directors, executive officers and existing
stockholders has agreed not to offer to sell, sell, contract to sell, grant any
option to sell or otherwise dispose of, directly or indirectly, any shares of
Common Stock or securities convertible into or exchangeable for Common Stock or
warrants or other rights to acquire shares of Common Stock which may now or in
the future be beneficially owned (within the meaning of Rule 13d-3 under the
Exchange Act) by such persons (other than pursuant to employee stock option
plans or in connection with other employee incentive compensation arrangements)
prior to the expiration of 180 days from the date of this Prospectus, except (i)
for shares of Common Stock offered hereby, (ii) with the prior written consent
of Legg Mason Wood Walker, Incorporated or (iii) with respect to the Company, in
connection with acquisitions or upon the exercise of options, or the grant of
options to purchase shares of Common Stock, pursuant to the Equity Incentive
Plan and the Directors' Plan.

An additional 100,000 shares of Common Stock are reserved for issuance
under the Directors' Plan and 1,000,000 shares are reserved for issuance under
the Equity Incentive Plan. The Company presently intends to file a registration
statement under the Securities Act to register Common Stock to be issued
pursuant to exercise of options granted or to be granted under the Directors'
Plan and Equity Incentive Plan. Common Stock issued after the effective date of
such registration statement upon exercise of such options would be available for
immediate resale in the open market, subject to compliance with Rule 144 in the
case of affiliates.

Prior to this offering, there has been no public market for the Common
Stock of the Company, and no predictions can be made of the effect, if any, that
the availability of shares for sale or the actual sale of shares will have on
market prices prevailing from time to time.

45
<PAGE> 47

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, a copy
of which has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part, the Underwriters named below have agreed, severally
and not jointly, through Legg Mason Wood Walker, Incorporated, the
Representative of the Underwriters, to purchase from the Company and the Selling
Stockholders, and the Company and the Selling Stockholders have agreed to sell
to the Underwriters, the number of shares of Common Stock set forth opposite the
name of the respective Underwriter at the Price to Public less the Underwriting
Discount set forth on the cover page of this Prospectus.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
----------- ----------------
<S> <C>
Legg Mason Wood Walker, Incorporated.........................

---------
Total..............................................
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters to purchase the shares listed above are subject to certain
conditions. The Underwriting Agreement also provides that the Underwriters are
committed to purchase, and the Company is obligated to sell, all of the shares
offered by this Prospectus, if any of the shares being sold pursuant to the
Underwriting Agreement are purchased (without consideration of any shares that
may be purchased through the exercise of the Underwriters' over-allotment
option).

The Representative has advised the Company that the Underwriters propose to
offer the shares to the public initially at the public offering price set forth
on the cover page of this Prospectus and to certain dealers at such price less a
concession not in excess of $ per share. The Underwriters may allow,
and such dealers may reallow, a concession to other dealers not in excess of
$ per share. After the initial public offering of the shares, the
public offering price, the concessions to selected dealers and the reallowance
to other dealers may be changed by the Representative.

The Company has granted to the Underwriters an option, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to an
additional shares of Common Stock at the initial public offering price
set forth on the cover page of this Prospectus, less underwriting discounts and
commissions. The Underwriters may exercise such option only to cover
over-allotments, if any, incurred in the sale of the shares. To the extent the
Underwriters exercise such option, each of the Underwriters will become
obligated, subject to certain conditions, to purchase the percentage of such
additional shares of Common Stock that is approximately equal to the percentage
of shares it is obligated to purchase as shown in the table set forth above.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make in respect thereof.

The Company and each of its directors, executive officers and existing
stockholders have agreed not to offer to sell, sell, contract to sell, grant any
option to purchase or otherwise dispose of, directly or indirectly, any shares
of capital stock of the Company or securities convertible into or exchangeable
for capital stock or warrants or other rights to acquire shares of capital stock
of the Company which may now or in the future be beneficially owned (within the
meaning of Rule 13d-3 under the Exchange Act) by such persons (other than
pursuant to employee stock option plans or in connection with other employee
incentive compensation arrangements) prior to the expiration of 180 days from
the date of this Prospectus, except (i) for shares of Common Stock offered
hereby, (ii) with the prior written consent of Legg Mason Wood Walker, Incorpo-

46
<PAGE> 48

rated, and (iii) with respect to the Company, in connection with acquisitions or
upon the exercise of options, or the grant of options to purchase shares of
Common Stock, pursuant to the Equity Incentive Plan and the Directors' Plan.

At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price, up to shares offered hereby for
officers, employees, business associates and related persons of the Company who
have expressed an interest in purchasing Common Stock. The number of shares of
Common Stock available for sale to the general public will be reduced to the
extent such persons purchase reserved shares. Any reserved shares that are not
so purchased will be offered by the Underwriters to the general public on the
same basis as the other shares offered hereby.

The Representative has informed the Company and the Selling Stockholders
that the Underwriters do not expect sales to discretionary accounts to exceed 5%
of the total number of shares offered hereby and that the Underwriters do not
intend to confirm sales of shares to any account over which they exercise
discretionary authority.

Prior to this offering, there has been no public market for the Common
Stock of the Company. The proposed initial public offering price has been
determined by negotiations among the Company, the Selling Stockholders and the
Representative. Among the factors considered in determining the initial public
offering price, in addition to prevailing market conditions, were certain
financial information of the Company, the history of, and prospects for, the
Company and the industry in which it competes, an assessment of the Company's
management, its past and present operations, the prospects for, and timing of,
future revenues of the Company, the present state of the Company's development,
and the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to the Company. The
initial public offering price set forth on the cover page of this Prospectus
should not, however, be considered an indication of the actual value of the
Common Stock. Such price is subject to change as a result of market conditions
and other factors. There can be no assurance that an active trading market will
develop for the Common Stock or that the Common Stock will trade in the public
market subsequent to this offering at or above the initial public offering
price.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Representative
to bid for and purchase the Common Stock. As an exception to these rules, the
Representative is permitted to engage in certain transactions that stabilize the
price of the Common Stock. Such transactions consist of bids or purchases for
the purpose of pegging, fixing or maintaining the price of the Common Stock.

If the Representative creates a short position in the Common Stock in
connection with the offering, i.e., if it sells more shares of Common Stock than
are set forth on the cover page of this Prospectus, the Representative may
reduce that short position by purchasing shares of Common Stock in the open
market. The Representative may also elect to reduce any short position by
exercising all or part of the over-allotment option described above.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. Neither the Company nor the
Representative makes any representation or prediction as to the direction or
magnitude of any effect that the transaction described above might have on the
price of the Common Stock. In addition, neither the Company nor the
Representative makes any representation that the Representative will engage in
such transactions or that such transactions, once commenced, will not be
discontinued without notice.

Under the rules of the National Association of Securities Dealers, Inc.
(the "NASD"), when a NASD member participates in the distribution of equity
securities of a company with which an affiliate of such member has a conflict of
interest, the public offering price can be no higher than the price recommended
by a "qualified independent underwriter" (as defined in NASD Rule 2720) (a
"QIU"). The NASD requires that a QIU (i) be a NASD member experienced in the
securities or investment banking business, (ii) not be an affiliate of the
issuer of the securities, and (iii) agree to undertake the responsibilities and
liabilities of an underwriter under the Securities Act. Mr. Robert G. Sabelhaus,
an Executive Vice President and Director of

47
<PAGE> 49

Sales of Legg Mason Wood Walker, Incorporated, is the husband of Melanie R.
Sabelhaus, a director of the Company. Together, the Sabelhauses currently own,
and following completion of the offering will continue to own, 10% or more of
the Common Stock of the Company. See "Principal and Selling Stockholders." In
accordance with the Rules of the NASD, , has agreed to serve as QIU
in this offering and to recommend an initial public offering price for the
Common Stock in compliance with Rule 2720 of the NASD, , in its role
as QIU, has performed due diligence investigations and reviewed and participated
in the preparation of the Prospectus and the Registration Statement of which the
Prospectus forms a part, although, in such capacity, it will receive no
additional compensation in connection with this offering.

LEGAL MATTERS

The validity of the shares offered will be passed upon for the Company by
Nutter, McClennen & Fish, LLP, Boston, Massachusetts. Certain legal matters will
be passed upon for the Underwriters by Goodwin, Procter & Hoar, LLP.

EXPERTS

The financial statements and schedule included in this Prospectus and
elsewhere in the Registration Statement, to the extent of and for the periods
indicated in the reports, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act and the rules and regulations promulgated
thereunder, with respect to the Common Stock offered hereby. This Prospectus
omits certain information contained in the Registration Statement, and reference
is made to the Registration Statement and the exhibits and schedules thereto for
further information with respect to the Company and the Common Stock offered
hereby. Statements contained in this Prospectus concerning the provisions or
contents of any contract, agreement or any other document referred to herein are
not necessarily complete with respect to each such contract, agreement or
document filed as an exhibit to the Registration Statement, and reference is
made to such exhibit for a more complete description of the matters involved,
and each such statement shall be deemed qualified by such reference. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1204, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at 7 World
Trade Center, 13th Floor, New York, New York 10048 and at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of the Registration
Statement or any part thereof may be obtained from such office, upon payment of
the fees prescribed by the Commission. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that submit electronic filings to the
Commission.

48
<PAGE> 50

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Basis of Presentation............................................................... F-3
Pro Forma Combined Balance Sheet as of December 31, 1996 (unaudited)................ F-4
Pro Forma Combined Statement of Operations for the Year Ended December 31, 1996
(unaudited)...................................................................... F-5
Notes to Unaudited Pro Forma Combined Financial Statements.......................... F-6

HISTORICAL FINANCIAL STATEMENTS
BRIDGESTREET ACCOMMODATIONS, INC.
Report of Independent Public Accountants......................................... F-7
Balance Sheet.................................................................... F-8
Statement of Operations.......................................................... F-9
Statement of Stockholders' Equity................................................ F-10
Statement of Cash Flows.......................................................... F-11
Notes to Financial Statements.................................................... F-12
TEMPORARY CORPORATE HOUSING COLUMBUS, INC.
Report of Independent Public Accountants......................................... F-15
Combined Balance Sheets.......................................................... F-16
Combined Statements of Operations................................................ F-17
Combined Statements of Stockholders' Equity...................................... F-18
Combined Statements of Cash Flows................................................ F-19
Notes to Combined Financial Statements........................................... F-20
CORPORATE LODGINGS, INC.
Report of Independent Public Accountants......................................... F-26
Combined Balance Sheets.......................................................... F-27
Combined Statements of Operations................................................ F-28
Combined Statements of Stockholders' Equity (Deficit)............................ F-29
Combined Statements of Cash Flows................................................ F-30
Notes to Combined Financial Statements........................................... F-31
EXCLUSIVE INTERIM PROPERTIES, LTD.
Report of Independent Public Accountants......................................... F-36
Combined Balance Sheets.......................................................... F-37
Combined Statements of Operations................................................ F-38
Combined Statements of Stockholders' Equity...................................... F-39
Statements of Cash Flows......................................................... F-40
Notes to Combined Financial Statements........................................... F-41
</TABLE>

F-1
<PAGE> 51

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HOME AGAIN, INC.
Report of Independent Public Accountants......................................... F-46
Combined Balance Sheets.......................................................... F-47
Combined Statements of Operations................................................ F-48
Combined Statements of Stockholder's Equity...................................... F-49
Combined Statements of Cash Flows................................................ F-50
Notes to Combined Financial Statements........................................... F-51
TEMPORARY HOUSING EXPERTS, INC.
Report of Independent Public Accountants......................................... F-54
Balance Sheets................................................................... F-55
Statements of Operations......................................................... F-56
Statements of Stockholders' Equity............................................... F-57
Statements of Cash Flows......................................................... F-58
Notes to Financial Statements.................................................... F-59
</TABLE>

F-2
<PAGE> 52

BRIDGESTREET ACCOMMODATIONS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The following unaudited pro forma combined financial statements give effect
to the acquisitions by BridgeStreet Accommodations, Inc. ("BridgeStreet" or the
"Company"), through stock-for-stock mergers (the "Combination"), of the
following providers of flexible accommodation services: (i) Temporary Corporate
Housing Columbus, Inc. and three affiliates ("TCH"), (ii) Exclusive Interim
Properties, Ltd. and an affiliate ("EIP"), (iii) Corporate Lodgings, Inc. and
four affiliates ("CLI"), (iv) Home Again, Inc. and two affiliates ("Home Again")
and (v) Temporary Housing Experts, Inc. ("THEI") (collectively, the "Founding
Companies"). The acquisitions have been accounted for using the purchase method
of accounting, and TCH has been identified as the acquiror for financial
presentation purposes. The unaudited pro forma combined financial statements
also give effect to this offering and the use of proceeds from this offering as
described under "Use of Proceeds." These financial statements are based on the
historical financial statements of the Founding Companies included elsewhere in
this Prospectus and the estimates and assumptions set forth herein.

The unaudited pro forma combined balance sheet gives effect to the
Combination, and the payment of the related purchase prices for the Founding
Companies, as if the Combination had occurred on December 31, 1996. The
allocation of the purchase price to the assets acquired and the liabilities
assumed initially has been assigned and recorded based on estimates of their
fair value, and may be revised as additional information concerning the
valuation of such assets and liabilities becomes available. The purchase price
represents a fair market valuation of the acquired entities as determined by an
independent investment banking firm based on specific information regarding each
of the Founding Companies, which included historical financial statements, tax
returns and detailed discussions with each company's management as to
operations, financial condition and future prospects. Other valuation factors
included published industry information and certain financial analyses. The
unaudited pro forma combined statement of operations for the year ended December
31, 1996 gives effect to the Combination as if it had occurred on January 1,
1996. The historical results of operations for EIP represents 12 months derived
from the unaudited three months ended March 31, 1996 and the audited nine months
ended December 31, 1996. In the opinion of management, all adjustments necessary
to present fairly the pro forma financial statements have been made.

The unaudited pro forma combined financial information presented herein
does not purport to represent what the Company's financial position and results
of operations actually would have been had such events occurred on the dates
noted above, or to project the Company's financial position or results of
operations for any future period or the future results of the Founding
Companies. The unaudited pro forma combined financial statements should be read
in conjunction with the other financial statements and notes thereto included
elsewhere in this Prospectus.

F-3
<PAGE> 53

BRIDGESTREET ACCOMMODATIONS, INC. AND FOUNDING COMPANIES

PRO FORMA COMBINED BALANCE SHEET
DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
HOME PRO FORMA
TCH CLI THEI EIP AGAIN BRIDGESTREET ADJUSTMENTS
------ ------ ---- ------ ---- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents............................ $ 598 $ 180 $ 52 $ -- $146 $ 6 $ --
Investments in short-term marketable securities...... 152 -- -- -- -- -- --
Accounts receivables, net............................ 795 604 99 418 108 -- --
Security deposits held by landlords.................. -- -- 24 151 8 -- --
Deferred tax asset................................... 129 28 71 167 -- 1 --
Prepaid expense & other.............................. 34 126 26 -- 218 -- --
------- ------- ----- ------- ----- ----- --- -----

Total current assets............................... 1,708 938 272 736 480 7 --
Operating stock........................................ 268 -- 146 580 196 -- --
Property and equipment................................. 27 118 57 1,392 143 -- --
Other assets........................................... -- 1 -- 8 -- 412 (176)(d)
Notes receivable-stockholders related party............ 10 --
Goodwill............................................... -- -- -- -- -- -- 6,031(c)
------- ------- ----- ------- ----- ----- --- -----

Total assets................................... $2,013 $1,057 $475 $2,716 $819 $419 $ 5,855
========== ========== ======== ========== ======== ======== =====
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt................. $ -- $ 10 $ 19 $ 137 $ 9 $ -- $ --
Due to stockholders and affiliates................... -- 28 -- 93 191 417 --
Accounts payable and accrued expenses................ 622 440 58 584 366 -- --
Accrued income taxes................................. 100 76 16 -- -- -- --
Deferred income...................................... -- 428 34 155 31 -- --
Refundable deposits.................................. -- -- 50 260 60 -- --
------- ------- ----- ------- ----- ----- --- -----

Total current liabilities.......................... 722 982 177 1,231 657 417 --
Long-term debt, net of current maturities.............. -- -- 12 1,049 26 -- --
Deferred income taxes.................................. 107 -- 58 233 -- -- --
Stockholders' Equity (Deficit):
Common stock......................................... 31 5 1 -- 3 12 3(d)
Additional paid in capital........................... -- 180 -- 76 -- (9) 7,382(d)
Treasury stock....................................... (4) -- -- -- -- -- 4(d)
Retained earnings (deficit).......................... 1,157 (110) 227 127 133 (1) 1,534(d)
------- ------- ----- ------- ----- ----- --- -----

Total stockholders' equity......................... 1,184 75 228 203 136 2 5,855
------- ------- ----- ------- ----- ----- --- -----

Total liabilities and stockholders' equity..... $2,013 $1,057 $475 $2,716 $819 $419 $ 5,855
========== ========== ======== ========== ======== ======== =====

<CAPTION>
PRO FORMA
PRO FORMA ADJUSTMENTS AS ADJUSTED
--------- ----------- -----------
<S> <<C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents............................ $ 982 $ 9,858(a) $10,840
Investments in short-term marketable securities...... 152 -- 152
Accounts receivables, net............................ 2,024 -- 2,024
Security deposits held by landlords.................. 183 -- 183
Deferred tax asset................................... 395 -- 395
Prepaid expense & other.............................. 404 -- 404
------ -------- --- -------- ---

Total current assets............................... 4,140 9,858 13,998
Operating stock........................................ 1,190 -- 1,190
Property and equipment................................. 1,737 -- 1,737
Other assets........................................... 245 (235)(e) 10
Notes receivable-stockholders related party............ 10 -- 10
Goodwill............................................... 6,031 -- 6,031
------ -------- --- -------- ---

Total assets................................... $13,353 $ 9,623 $22,976
====== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt................. $ 175 $ (175)(b) $ --
Due to stockholders and affiliates................... 731 (731)(b) --
Accounts payable and accrued expenses................ 2,070 -- 2,070
Accrued income taxes................................. 192 -- 192
Deferred income...................................... 648 -- 648
Refundable deposits.................................. 370 -- 370
------ -------- --- -------- ---

Total current liabilities.......................... 4,186 (906) 3,280
Long-term debt, net of current maturities.............. 1,087 (1,087)(b) --
Deferred income taxes.................................. 398 -- 398
Stockholders' Equity (Deficit):
Common stock......................................... 55 --(e) 55
Additional paid in capital........................... 7,628 11,616(e) 19,244
Treasury stock....................................... -- -- --
Retained earnings (deficit).......................... (1) -- (1)
------ -------- --- -------- ---

Total stockholders' equity......................... 7,682 11,616 19,298
------ -------- --- -------- ---

Total liabilities and stockholders' equity..... $13,353 $ 9,623 $22,976
====== =========== ===========
</TABLE>

See accompanying notes to pro forma financial statements.

F-4
<PAGE> 54

BRIDGESTREET ACCOMMODATIONS, INC. AND FOUNDING COMPANIES

PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDING DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)

<TABLE>
<CAPTION>
HOME
TCH CLI THEI EIP AGAIN BRIDGESTREET ADJUSTMENTS(J) PRO FORMA
----------- ---------- ---------- ---------- ---------- ------------ -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues........ $ 12,502 $ 8,820 $ 3,583 $ 8,626 $ 4,035 $ -- $ -- $ 37,566
Cost of
services....... 9,088 6,106 2,578 7,039 3,134 -- $ -- 27,945
Selling, general
and
administrative
expense........ 2,327 2,519 1,078 1,374 586 2 (552)(f) 7,334
Goodwill
amortization... -- -- -- -- -- -- 172(g) 172
----------- ---------- ---------- ---------- ---------- ---------- ------- --------
Operating income
(loss)......... 1,087 195 (73) 213 315 (2) 380 2,115
Other income
(expenses)..... 89 (206) 5 (130) 77 -- 158(h) (7)
----------- ---------- ---------- ---------- ---------- ---------- ------- --------
Income (loss)
before
provision for
income
taxes.......... 1,176 (11) (68) 83 392 (2) 538 2,108
Provision
(benefit) for
income taxes... 513 9 (23) 41 -- (1) 373(i) 912
----------- ---------- ---------- ---------- ---------- ---------- ------- --------
Net income
(loss)......... $ 663 $ (20) $ (45) $ 42 $ 392 $ (1) $ 165 $ 1,196
=========== ========== ========== ========== ========== ========== ======= ========
Pro forma net
income per
share.......... $
========
Shares used in
computing pro
forma net
income per
share..........
</TABLE>

See accompanying notes to pro forma financial statements.

F-5
<PAGE> 55

NOTES TO PRO FORMA FINANCIAL STATEMENTS

1. BACKGROUND

BridgeStreet was incorporated in August 1996 with the objective of becoming
a leading national provider of flexible accommodation services. During the first
quarter of 1997, the Company acquired all of the outstanding stock of the
Founding Companies in exchange for 4,301,000 shares of Common Stock of the
Company. The Company conducted no operations prior to January 2, 1997 except in
connection with this offering and the Combination. For financial reporting
purposes, TCH has been designated as the accounting acquiror, and its
acquisition of the remaining four Founding Companies has been accounted for
using the purchase method of accounting.

2. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS (IN THOUSANDS EXCEPT
SHARE AND PER SHARE AMOUNTS)

(a) Records the net increase to cash from the net proceeds of this offering
of shares of Common Stock at an assumed offering price of $ per
share, less underwriters' discounts and other offering costs, and less the use
of proceeds to pay down approximately $1,262 of bank debt and $731 payable to
stockholders and affiliates.

(b) Records the assumed repayment of bank debt and amounts payable to
stockholders and affiliates.

(c) Records the goodwill resulting from the acquisition of four of the
Founding Companies by TCH. The goodwill is calculated as follows:

<TABLE>
<S> <C>
Appraised value of the four Founding Companies................... $ 5,630
Transaction costs................................................ 1,042
----------
Total purchase price............................................. 6,672
Less: fair market value of net assets acquired................... 641
----------
Goodwill......................................................... $ 6,031
==========
</TABLE>

(d) Increase in stockholders' equity to record fair market value of shares
issued to acquire Founding Companies other than TCH, record transaction fees
paid in Company stock and eliminate in consolidation the Founding Companies'
equity sections. Also allocates to paid-in capital $176 of deferred merger
costs.

(e) Records net proceeds of this offering assuming an offering price of
$ per share less underwriters' commissions and other offering costs of
$3,000. Also allocates to paid-in capital $235 of deferred offering costs.

3. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS (IN
THOUSANDS EXCEPT PER SHARE AMOUNTS)

(f) Compensation to certain executives of the Founding Companies has been
adjusted to reflect the compensation to be paid pursuant to employment
agreements signed in connection with the Combination.

(g) Amortization of goodwill over 35 years.

(h) Interest expense related to the bank debt and notes payable to
stockholders has been eliminated because it is assumed to have been repaid at
the beginning of the period.

(i) Pro forma provision for income taxes has been adjusted to reflect the
Company's estimated consolidated effective tax rate subsequent to the
Combination, after considering nondeductible goodwill amortization.

(j) The pro forma combined statement of operations excludes any adjustments
for the compensation to be paid in 1997 for services to be rendered in 1997 by
the Company's Chief Executive Officer and Chief Financial Officer pursuant to
their employment agreements. The statement also excludes approximately $563 of
non-recurring non-cash compensation expense recorded in the first quarter of
1997 in connection with the vesting of restricted stock.

F-6
<PAGE> 56

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of BridgeStreet Accommodations, Inc.:

We have audited the accompanying balance sheet of BridgeStreet
Accommodations, Inc. as of December 31, 1996, and the related statement of
operations, stockholders' equity and cash flows from Inception (August 19, 1996)
through December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements arc free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BridgeStreet Accommodations,
Inc. as of December 31, 1996, and the results of its operations and its cash
flows from inception through December 31, 1996, in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
April 10, 1997

F-7
<PAGE> 57

BRIDGESTREET ACCOMMODATIONS, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1996
------------
<S> <C>
ASSETS
Current Assets:
Cash and cash equivalents..................................................... $ 5,804
Deferred income taxes......................................................... 890
--------
Total current assets....................................................... 6,694
Deferred offering and merger costs.............................................. 411,783
Organization costs.............................................................. 449
--------
Total assets.......................................................... $418,926
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Due to affiliate.............................................................. $417,546
Stockholders' Equity:
Capital stock................................................................. 11,740
Additional paid-in capital.................................................... (9,024)
Accumulated deficit........................................................... (1,336)
--------
Total stockholders' equity................................................. 1,380
--------
Total liabilities and stockholders' equity............................ $418,926
========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-8
<PAGE> 58

BRIDGESTREET ACCOMMODATIONS, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
INCEPTION
(AUGUST 19, 1996)
THROUGH
DECEMBER 31, 1996
-----------------
<S> <C>
Revenues..................................................................... $ --
Selling, general and administrative expense.................................. 2,226
-------
Loss before benefit for income taxes......................................... (2,226)
Benefit for income taxes..................................................... (890)
-------
Net loss..................................................................... $(1,336)
=======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-9
<PAGE> 59

BRIDGESTREET ACCOMMODATIONS, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
--------------------- PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
--------- ------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, inception, August 19,
1996............................ -- $ -- $ -- $ -- $ --
Shares issued................... 1,174,000 11,740 (9,024) -- 2,716
Net loss........................ -- -- -- (1,336) (1,336)
------- ------ ------- ------- -------
Balance, December 31, 1996........ 1,174,000 $11,740 $ (9,024) $(1,336) $ 1,380
======= ====== ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-10
<PAGE> 60

BRIDGESTREET ACCOMMODATIONS, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
INCEPTION
(AUGUST 19, 1996)
THROUGH
DECEMBER 31, 1996
-----------------
<S> <C>
Cash Flows From Operating Activities:
Net loss................................................................... $(1,336)
Adjustments to reconcile net loss to net cash used in operating
activities --
Change in assets and liabilities --
Deferred income taxes................................................. (890)
-------
Net cash used in operating activities.............................. (2,226)
Cash Flows Used in Investing Activities:
Organization costs......................................................... (449)

Cash Flows From Financing Activities:
Advances from affiliate.................................................... 5,763
Issuance of common stock................................................... 2,716
-------
Net cash provided by financing activities.......................... 8,479
-------
Net increase in cash and cash equivalents.................................... 5,804
Cash and cash equivalents, beginning of period..................... --
-------
Cash and cash equivalents, end of period........................... $ 5,804
=======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-11
<PAGE> 61

BRIDGESTREET ACCOMMODATIONS, INC.

NOTES TO FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

BridgeStreet Accommodations, Inc. ("BridgeStreet" or "the Company") was
incorporated on August 19, 1996 to create a leading national provider of
flexible accommodation services through the acquisition and consolidation of the
operations of flexible accommodation service companies. During the first quarter
of 1997 the Company acquired, through stock-for-stock transactions, five
flexible accommodation service providers (the "Combination"). BridgeStreet
intends to complete an initial public offering (the "Offering") of its common
stock and subsequent to the Offering continue to acquire, through merger or
purchase, similar companies to expand its national and regional operations.

BridgeStreet's primary assets at December 31, 1996 are cash and deferred
offering and merger costs. BridgeStreet's only operations to date have related
to the Combination and the Offering. Funding for the deferred offering and
merger costs has been provided by American Business Partners, LLC ("ABP"). See
Note 4.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in
the preparation of these financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original
maturities of three months or less to be cash and cash equivalents.

Stock Based Compensation Plans

The Company intends to account for its stock-based compensation plans under
Statement of Financial Accounting Standards ("SFAS") No. 123, and to elect the
disclosure only provisions for stock options as permitted by SFAS No. 123.

3. INCOME TAXES

The Company records income taxes pursuant to SFAS No. 109, Accounting for
Income Taxes. Under SFAS No. 109, deferred income taxes are recognized for the
tax consequences of temporary differences by applying enacted statutory rates
applicable to future years to differences between the financial statement
carrying amounts and the tax basis of existing assets and liabilities. The
effect on deferred income taxes of a change in tax rates is recognized as income
in the period that includes the enactment. At December 31, 1996 the Company has
recorded as an asset deferred income taxes of $890.

4. RELATED PARTY TRANSACTIONS

Funding for the deferred Offering and merger costs has been provided by
ABP. Certain shareholders of BridgeStreet are principals of ABP including the
Company's Chairman. In addition, the Chief Financial Officer of the Company was
a consultant to ABP from January 1996 through December 1996, and the Chief

F-12
<PAGE> 62

BRIDGESTREET ACCOMMODATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Executive Officer of the Company was a consultant to ABP from October 31, 1996
through December 31, 1996. At December 31, 1996 ABP has provided aggregate
funding of $417,546. Upon completion of the Offering the Company will pay ABP
for the funding it provided.

The Company also has a consulting agreement with ABP in which ABP will
perform services for the Company in connection with its acquisition program. In
exchange for such services, ABP will be paid a fee of 1% of the transaction
value for each acquisition by the Company after the closing of the Offering for
which ABP provides assistance. ABP also will be reimbursed for all direct
expenses incurred by ABP in connection with such acquisitions. The Company is
not obligated to utilize ABP's services in connection with its acquisition
program.

5. CAPITAL STOCK:

The Company's authorized capital stock consists of 35,000,000 (increased on
April 10, 1997, from 10,000,000 at December 31, 1996) shares of Common Stock,
$0.01 par value per share, and 5,000,000 shares of Preferred Stock, $0.01 par
value per share.

Common Stock. BridgeStreet effected a 499-for-one stock split in November
1996 of its Common Stock for each share of Common Stock then outstanding. The
effects of the stock split have been retroactively reflected on the balance
sheet and in the accompanying notes. At December 31, 1996 there were 1,174,000
shares of Common Stock outstanding. Holders of Common Stock are entitled to one
vote for each share held of record on all matters to be submitted to a vote of
the stockholders, and do not have cumulative voting rights. In the event of any
liquidation, dissolution or winding-up of the affairs of the Company, holders of
Common Stock will be entitled to share ratably in the assets of the Company
remaining after payment or provision for payment of all of the Company's debts
and obligations and after liquidation payments to holders of outstanding shares
of Preferred Stock, if any.

Preferred Stock. At December 31, 1996 there were no shares of Preferred
Stock outstanding. Holders of Preferred Stock would have priority over the
holders of Common Stock with respect to dividends, and to other distributions,
including the distribution of assets upon liquidation. The Board of Directors
has the authority, without stockholder authorization, to issue shares of
Preferred Stock in one or more series and to fix the terms, limitations,
relative rights and preferences and variations as among series.

6. STOCK OPTION PLANS

The Company has adopted the 1997 Equity Incentive Plan (the "Equity
Incentive Plan") which provides for the award of incentive stock options
("ISOs"), non-qualified stock options, stock appreciation rights, performance
shares, restricted stock or stock units to all directors and employees of
(including directors and employees of the Founding Companies) and consultants
and advisors to the Company. The number of shares authorized and reserved for
issuance under the Equity Incentive Plan is 1,000,000. In general, the terms of
awards granted under the Equity Incentive Plan (including vesting schedules)
will be established by the Compensation Committee of the Company's Board of
Directors. As of April 10, 1997 the Company had awarded options to purchase
334,000 shares of Common Stock under the Equity Incentive Plan effective as of
the date of the final Prospectus used in connection with the Offering. Of this
amount, options to purchase 300,000 shares were granted pursuant to employment
agreements. Each option will have a per-share exercise price equal to the
Offering price.

The Company has adopted the Stock Plan for Non-Employee Directors (the
"Directors' Plan"). Pursuant to the Directors' Plan, on the date of the final
Prospectus used in connection with the Offering, each director who is not an
employee of the Company or one of its subsidiaries (a "non-employee director")
and neither is a holder of five percent or more of the Company's Common Stock
nor was a stockholder of the Company prior to the Offering will receive options
to purchase 12,500 shares of Common Stock with a per-

F-13
<PAGE> 63

BRIDGESTREET ACCOMMODATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

share exercise price equal to the Offering price. Thereafter, each such
non-employee director will be granted, on every third anniversary of the final
Prospectus (provided he or she still is a non-employee director at such time),
an option to acquire an additional 7,500 shares of Common Stock, and each
non-employee director initially elected following the Offering also will be
granted an option to purchase 7,500 shares of Common Stock having a per-share
exercise price equal to the fair market value of the Common Stock on the date of
such grant. The number of shares authorized and reserved for issuance under the
Directors Plan is 100,000. No options have been granted under the plan as of
April 10, 1997.

7. COMMITMENTS

Subsequent to December 31, 1996 the Company entered into three year
employment contracts with three officers requiring minimum base salaries
aggregating $450,000 per year. The contracts also provide severance benefits of
up to 12 months' pay for two of the officers.

8. RESTRICTED STOCK COMPENSATION

In 1996, the CEO and CFO purchased 225,000 shares of restricted Common
Stock, which vested when the restrictions were removed on March 31, 1997. In
connection with this vesting, the Company recognized non-recurring, non-cash
compensation expense of approximately $563,000, which will be charged to
operations with an offsetting credit to Additional paid-in capital in the first
quarter of 1997. The compensation charge of approximately $563,000 represented
the difference between the value of the stock issued and the amount paid by the
officers, measured by an independent appraisal as of the date the individuals
were appointed to be the CEO and CFO.

9. SUBSEQUENT EVENTS

During the first quarter of 1997, the Company acquired through
stock-for-stock mergers five flexible accommodation service providers. The
aggregate consideration paid by the Company was 4,301,000 shares of Common
Stock. The companies acquired were Temporary Corporate Housing Columbus, Inc.
(together with its three affiliates), Corporate Lodgings, Inc. (together with
its four affiliates), Exclusive Interim Properties, Ltd. (together with its
affiliate), Home Again, Inc. (together with its two affiliates) and Temporary
Housing Experts, Inc.

During the first quarter of 1997 the Company entered into a credit
agreement with a bank to provide up to $10 million of revolving credit. The
revolving credit, secured by the capital stock of the Company's operating
subsidiaries, extends to March 31, 2002. Interest is payable at the prime rate
or 1.25% above the Eurodollar rate. A commitment fee is payable on the average
unused credit at a rate of 0.375%. The revolving credit agreement contains
certain restrictive covenants with which the Company must comply.

F-14
<PAGE> 64

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Temporary Corporate Housing Columbus, Inc.:

We have audited the accompanying combined balance sheets of Temporary
Corporate Housing Columbus, Inc. as of December 31, 1995 and 1996, and the
related combined statements of operations, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Temporary Corporate
Housing Columbus, Inc. as of December 31, 1995 and 1996, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
February 28, 1997

F-15
<PAGE> 65

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1996
---------- ----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents......................................... $ 834,615 $ 597,939
Investment in short-term marketable securities.................... 219,300 152,253
Accounts receivable, less allowance for doubtful accounts
of $45,000 in 1996............................................. 755,649 794,445
Deferred income taxes............................................. 255,217 129,200
Refundable taxes.................................................. -- 33,927
Other current assets.............................................. 36,883 --
----------- -----------
Total current assets........................................... 2,101,664 1,707,764
Operating stock, net of accumulated amortization.................... 220,251 268,086
Property and equipment, net of accumulated depreciation............. 33,482 26,961
Notes receivable -- stockholder/related party....................... 154,602 10,568
----------- -----------
Total assets.............................................. $2,509,999 $2,013,379
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.................................................. $ 208,712 $ 218,407
Accrued expenses --
Payroll and employee benefits.................................. 391,420 61,201
Other.......................................................... 371,880 342,413
Accrued income taxes.............................................. 501,520 100,000
Due to stockholder................................................ 64,844 --
----------- -----------
Total current liabilities...................................... 1,538,376 722,021
Deferred income taxes............................................... 102,500 107,744
Commitments and contingencies
Stockholders' Equity:
Common stock...................................................... 31,000 31,000
Treasury stock.................................................... (4,185) (4,185)
Retained earnings................................................. 842,308 1,156,799
----------- -----------
Total stockholders' equity..................................... 869,123 1,183,614
----------- -----------
Total liabilities and stockholders' equity................ $2,509,999 $2,013,379
=========== ===========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-16
<PAGE> 66

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1994 1995 1996
---------- ---------- -----------
<S> <C> <C> <C>
Revenues.............................................. $8,308,840 $9,754,222 $12,501,885
Operating Expenses:
Cost of services.................................... 6,474,548 7,353,552 9,087,689
Selling, general and administrative expense......... 1,628,406 2,064,463 2,326,772
---------- ---------- -----------
Total operating expenses......................... 8,102,954 9,418,015 11,414,461
---------- ---------- -----------
Operating income................................. 205,886 336,207 1,087,424
Other Income (Expense):
Interest income..................................... 9,586 25,592 47,093
Interest expense.................................... (2,957) (6,914) (107)
Other income........................................ 14,024 34,537 41,941
---------- ---------- -----------
Other income, net................................ 20,653 53,215 88,927
---------- ---------- -----------
Income before provision for income taxes.............. 226,539 389,422 1,176,351
Provision for income taxes............................ 113,116 178,269 512,627
---------- ---------- -----------
Net income............................................ $ 113,423 $ 211,153 $ 663,724
========== ========== ===========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-17
<PAGE> 67

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
------------------ TREASURY RETAINED STOCKHOLDERS'
SHARES AMOUNT STOCK EARNINGS EQUITY
------ ------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993............ 2,056 $31,000 $ (4,185) $ 517,732 $ 544,547
Net income.......................... -- -- -- 113,423 113,423
----- ------- ------- ---------- ----------
Balance, December 31, 1994............ 2,056 31,000 (4,185) 631,155 657,970
Net income.......................... -- -- -- 211,153 211,153
----- ------- ------- ---------- ----------
Balance, December 31, 1995............ 2,056 31,000 (4,185) 842,308 869,123
Net income.......................... -- -- -- 663,724 663,724
Cash dividend....................... -- -- -- (349,233) (349,233)
----- ------- ------- ---------- ----------
Balance, December 31, 1996............ 2,056 $31,000 $ (4,185) $1,156,799 $ 1,183,614
===== ======= ======= ========== ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-18
<PAGE> 68

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income............................................ $ 113,423 $ 211,153 $ 663,724
Adjustments to reconcile net income to net cash
provided by operating activities --
Depreciation and amortization...................... 66,652 78,684 60,333
Gain on sale of assets............................. -- -- (500)
Change in operating assets and liabilities --
Accounts receivable.............................. (207,780) (154,680) (38,796)
Other assets..................................... 572 (30,978) 36,883
Accounts payable................................. (25,488) 53,404 9,695
Accrued expenses................................. 280,353 560,967 (761,206)
Deferred income taxes............................ (42,338) (98,307) 97,334
--------- --------- ---------
Net cash provided by operating activities..... 185,394 620,243 67,467
--------- --------- ---------
Cash Flows From Investing Activities:
Purchases of investments in short-term marketable
securities......................................... (134,501) (194,925) (330,887)
Sales of investments in short-term marketable
securities......................................... 27,888 151,076 397,934
Proceeds from sale of assets.......................... -- -- 4,507
Purchases of operating stock.......................... (76,610) (24,591) (77,642)
Purchases of property and equipment................... (30,341) (57,798) (28,012)
--------- --------- ---------
Net cash used in investing activities......... (213,564) (126,238) (34,100)
--------- --------- ---------
Cash Flows From Financing Activities:
Due to stockholders................................... 5,154 (1,920) (64,844)
Cash dividend......................................... -- -- (349,233)
Payments of notes payable............................. (10,318) -- --
Collections on notes receivable....................... -- -- 144,034
Additions to notes receivable......................... -- (154,602) --
--------- --------- ---------
Net cash used in financing activities......... (5,164) (156,522) (270,043)
--------- --------- ---------
Net (decrease) increase in cash and cash
equivalents................................. (33,334) 337,483 (236,676)
Cash and cash equivalents, beginning of year............ 530,466 497,132 834,615
--------- --------- ---------
Cash and cash equivalents, end of year.................. $ 497,132 $ 834,615 $ 597,939
========= ========= =========
Supplemental cash flow information:
Cash paid for interest........................ $ 2,957 $ 6,914 $ 107
========= ========= =========
Cash paid for income taxes.................... $ 25,264 $ 33,348 $ 828,618
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-19
<PAGE> 69

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

The accompanying combined financial statements include the accounts of
Temporary Corporate Housing Columbus, Inc. and three affiliated entities in the
same business (collectively, "TCH" or the "Company"), substantially all of which
are commonly owned through a general partnership, the general partners of which
are all family members. The affiliated entities are Temporary Corporate Housing
Cincinnati, Inc., Temporary Corporate Housing Cleveland, Inc. and Temporary
Corporate Housing Pittsburgh, Inc. The Company was founded in 1983, and provides
fully-furnished apartments, townhouses, condominiums and, to a lesser extent,
homes (collectively, "accommodations") to individuals in need of flexible
accommodations. The Company has offices in four cities: Columbus, Cleveland and
Cincinnati, Ohio; and Pittsburgh, Pennsylvania.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in
the preparation of these combined financial statements.

Use of Estimates

Principles of Combination

The accompanying combined financial statements include the accounts of
Temporary Corporate Housing Columbus, Inc. and three affiliated entities. All
significant intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original
maturities of three months or less to be cash and cash equivalents. The fair
market value of the Company's financial instruments approximates their financial
statement carrying value.

Investments in Available-for-Sale Marketable Securities

Investments in available-for-sale short-term marketable securities are
stated at cost, which approximates market value.

Property and Equipment

F-20
<PAGE> 70

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

reporting and income tax reporting purposes over the estimated useful lives of
the respective assets. Estimated useful lives are as follows:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL
ASSET CLASSIFICATION LIFE
------------------------------------------------------- ----------
<S> <C>
Computer equipment..................................... 1-5 Years
Office furniture and equipment......................... 5 Years
Automobiles............................................ 5 Years
</TABLE>

Repairs and maintenance are charged to expense as incurred. General and
administrative costs associated with the opening of new Company offices are
expenses as incurred.

Revenue Recognition

The Company recognizes revenues on the rentals of accommodations to its
clients on a pro rata basis over the length of the client's stay.

Concentration of Credit Risk

Concentration of credit risk is limited to accounts receivable. The Company
does not require collateral or other security to support their receivables. The
Company conducts periodic reviews of its clients' financial condition and
payment practices to minimize collection risks on accounts receivable.

Operating Stock

Operating stock to furnish new units, including linen, glassware,
silverware, utensils and minor appliances, is capitalized as it is purchased and
amortized over a three year period to a residual value of 50% of the original
cost. Additional purchases of operating stock for units already established is
expensed as incurred.

Accommodation and Furniture Leases

The Company leases substantially all of its accommodations on a short-term
basis with lease terms ranging from three months to one year. Furniture for the
accommodations is leased on a monthly basis from various furniture rental
companies, including a related party. (See Note 6)

3. INCOME TAXES

The Company records income taxes pursuant to Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. Under SFAS No.
109, deferred income taxes are recognized for the tax consequences of temporary
differences by applying enacted statutory rates applicable to future years to
differences between the financial statement carrying amounts and the tax basis
of existing assets and liabilities. The effect on deferred taxes of a change in
tax rates is recognized as income in the period that includes the enactment
date.

F-21
<PAGE> 71

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The provision (benefit) for income taxes consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1994 1995 1996
-------- -------- ---------
<S> <C> <C> <C>
Current --
City and state.......................... $ 12,360 $ 13,964 $ 112,447
Federal................................. 58,418 65,998 531,441
-------- -------- ---------
70,778 79,962 643,888
-------- -------- ---------
Deferred --
City and state.......................... 7,394 17,168 (22,923)
Federal................................. 34,944 81,139 (108,338)
-------- -------- ---------
42,338 98,307 (131,261)
-------- -------- ---------
Total provision for income
taxes......................... $113,116 $178,269 $ 512,627
======== ======== =========
</TABLE>

A reconciliation between the provision for income taxes computed at the
statutory rates and the amount reflected in the accompanying combined statements
of operations is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Computed expected federal tax provision for
the three years ended December 31, 1994,
1995 and 1996............................ $ 77,023 $132,403 $399,959
Increase in taxes resulting from --
City and state income taxes.............. 16,297 28,015 84,627
Other.................................... 19,796 17,851 28,041
-------- -------- --------
Provision for income taxes....... $113,116 $178,269 $512,627
======== ======== ========
</TABLE>

Deferred tax assets (liabilities) consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
-------- --------
<S> <C> <C>
Tax assets --
Accruals not yet deductible for tax purposes...... $255,217 $129,200
Net operating loss carryforward................... 17,391 --
Less -- valuation allowance............................ (17,391) --
-------- --------
255,217 129,200
-------- --------
Tax liabilities
Operating stock and prepaid supplies expensed for
tax purposes.................................... 102,500 107,744
-------- --------
Net deferred tax assets...................... $152,717 $ 21,456
======== ========
</TABLE>

The Company had no net operating loss ("NOL") carryforwards as of December
31, 1996. At December 31, 1995, the valuation allowance related to uncertainty
concerning the Company's ability to realize the NOL.

F-22
<PAGE> 72

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY AND EQUIPMENT; OPERATING STOCK

Property and equipment, and operating stock, consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1995 1996
-------- ---------
<S> <C> <C>
Computer equipment............................................. $183,201 $169,577
Furniture and office equipment................................. 89,252 80,738
Automobiles.................................................... 62,084 57,584
-------- --------
Total property and equipment......................... 334,537 307,899
Less -- accumulated depreciation............................... 301,055 280,938
-------- --------
Property and equipment, net.......................... $ 33,482 $26,961
======== ========

Operating stock................................................ $398,570 $476,212
Less -- accumulated amortization............................... 178,319 208,126
-------- --------
Operating stock, net................................. $220,251 $268,086
======== ========
</TABLE>

5. LEASE COMMITMENTS

The Company leases administrative offices, accommodations and furniture at
several locations through August 31, 1999. Rent expense for the fiscal years
ended December 31, 1994, 1995 and 1996 was $4,965,215, $5,642,868 and
$6,998,444, respectively. Minimum future rental payments on noncancelable leases
at December 31, 1996 are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
----------
<S> <C>
1997..................................................................... $ 969,826
1998..................................................................... 796,825
1999..................................................................... 806,518
2000..................................................................... 301,523
--------
Total.......................................................... $2,874,692
========
</TABLE>

6. RELATED PARTY TRANSACTIONS

For the period from November 1, 1992 until October 31, 1995, the Company
leased office space for its corporate headquarters located in Columbus, Ohio,
from a former owner of the Company and spouse of one the general partners of SLD
Partnership ("SLD"), an Ohio general partnership that owns substantially all of
the outstanding capital stock of the Company. The lease term and annual rental
amounts were comparable to the current lease agreement for the same premises
that the Company entered into, effective November 1, 1995, with an unaffiliated
entity. Rent expense related to this office space for the years ended December
31, 1994, 1995 and 1996 was $9,720, $10,200 and $11,378, respectively.

The Company has entered into an exclusive furniture lease agreement with
Integrity Furniture, Inc., which is 49% owned by SLD. The agreement was entered
into on September 12, 1995, has a five year period and provides that the lessor
will have the exclusive right to furnish all of the Company's leased
accommodations in Pittsburgh, Pennsylvania at agreed-upon prices. The initial
unit lease terms are for minimum three-month periods that then are renewable
monthly. In management's opinion, the lease terms and rental amounts are
comparable to other agreements that the Company has entered into with
unaffiliated entities.

F-23
<PAGE> 73

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

On October 15, 1995, the Company loaned to SLD $45,000 (included in related
party notes receivable as of December 31, 1995), at an annual interest rate of
7% beginning November 1995. Also in 1995 SLD borrowed $109,602 from the Company.
Both of these notes were repaid in full during 1996.

The Company leases televisions, VCRs and microwave ovens from Saturn
Enterprises, Inc. ("Saturn"), which is owned by the spouse of one of the general
partners of SLD. The original agreement commenced on January 1, 1989, and was
renewed on December 28, 1995 for a three-year period beginning on January 1,
1996. These items are rented at rates that are comparable to those charged by
unaffiliated companies. Included in accounts payable at December 31, 1995 and
1996 are amounts owed to Saturn of approximately $47,000 and $17,500,
respectively.

For the period from June 1992 until November 1996, the Company received
consulting services from two of the general partners of SLD. The cost incurred
for these services was $96,000 in each of 1994, 1995 and 1996. The consulting
contracts with the two general partners of SLD were terminated in November 1996.

7. PROFIT SHARING PLAN

Eligible employees of the Company participated in a profit sharing plan
(the "Plan") sponsored by the Company. This defined contribution plan provides
that the Company will make contributions to the Plan in its sole discretion. The
Company's contributions to the Plan amounted to approximately $43,523 in 1995.
The Plan was terminated by the Company on December 31, 1995. In accordance with
the provisions of the Plan agreement, all plan assets were distributed to the
participants during 1996.

8. CONTINGENCIES

The Company is a party to litigation in the ordinary course of business.
The Company does not anticipate an unfavorable result in any such litigation or
believe that an unfavorable result, if it occurred, would have a material
adverse effect on its business, financial condition and results of operations.

9. STOCKHOLDERS' EQUITY

Combined stockholders' equity includes the following common stock accounts
as of December 31, 1995 and 1996 (no par value for all classes of stock):

<TABLE>
<CAPTION>
OUTSTANDING
SHARES AMOUNT
----------- -------
<S> <C> <C>
Temporary Corporate Housing Columbus, Inc. --
Class A common stock --
Voting common stock authorized -- 500 shares.............. 500 $25,000
Class B common stock --
Nonvoting common stock authorized -- 500 shares........... 56 --
Temporary Corporate Housing Cleveland, Inc. --
Voting common stock authorized -- 500 shares.............. 500 500
Temporary Corporate Housing Cincinnati, Inc. --
Voting common stock authorized -- 500 shares.............. 500 5,000
Temporary Corporate Housing Pittsburgh, Inc. --
Voting common stock authorized -- 500 shares.............. 500 500
----- -------
2,056 $31,000
===== =======
</TABLE>

The treasury stock in the combined financial statements represents 40
shares of TCH Class B common stock purchased for $4,185.

F-24
<PAGE> 74

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

10. ACCRUED EXPENSES -- OTHER

Accrued expenses -- other includes an accrual for sales and use taxes of
$125,000 and $200,000 as of December 31, 1995 and 1996, respectively.

11. SALE OF COMPANY

Effective on January 2, 1997, the Company was acquired, through a stock for
stock merger, by Bridgestreet Accommodations, Inc. The stockholders of the
Company received 1,596,350 shares of Bridgestreet Accommodations, Inc.'s common
stock in exchange for all of the outstanding common stock of the Company.

F-25
<PAGE> 75

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Corporate Lodgings, Inc.:

We have audited the accompanying combined balance sheets of Corporate
Lodgings, Inc., as of December 31, 1995 and 1996, and the related combined
statements of operations, stockholders' equity (deficit) and cash flows for each
of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Corporate Lodgings,
Inc. as of December 31, 1995 and 1996, and the combined results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
February 28, 1997

F-26
<PAGE> 76

CORPORATE LODGINGS, INC.

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1996
---------- ----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents......................................... $ 343,231 $ 179,795
Accounts receivable -- trade, less allowance for doubtful accounts
of $29,689 and $43,172 in 1995, and 1996, respectively......... 376,317 604,098
Deferred income taxes............................................. 78,734 28,215
Prepaid expenses and other current assets......................... 217,793 126,116
---------- ----------
Total current assets...................................... 1,016,075 938,224
Property and equipment, net of accumulated depreciation........... 117,777 117,906
Notes receivable -- stockholder................................... 30,034 --
Other assets...................................................... 1,752 1,249
---------- ----------
Total assets.............................................. $1,165,638 $1,057,379
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable.................................................. $ 186,859 $ 282,436
Accrued expenses --
Payroll, bonuses and related items............................. 275,007 65,238
Other.......................................................... 59,566 92,631
Accrued income taxes.............................................. 125,104 76,093
Current portion of notes payable.................................. 28,893 9,720
Notes payable -- stockholder...................................... 194,015 28,493
Deferred income................................................... 371,283 427,987
---------- ----------
Total current liabilities................................. 1,240,727 982,598
Notes payable....................................................... 9,720 --
Commitments and contingencies
Stockholders' Equity (Deficit):
Common stock...................................................... 5,000 5,000
Additional paid-in capital........................................ 800 179,797
Accumulated deficit............................................... (90,609) (110,016)
---------- ----------
Total stockholders' equity (deficit)........................... (84,809) 74,781
---------- ----------
Total liabilities and stockholders' equity (deficit)...... $1,165,638 $1,057,379
========== ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-27
<PAGE> 77

CORPORATE LODGINGS, INC.

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1994 1995 1996
---------- ---------- ----------
<S> <C> <C> <C>
Revenues............................................... $4,069,094 $6,067,389 $8,820,039
---------- ---------- ----------
Operating Expenses:
Cost of services..................................... 2,744,916 4,046,624 6,105,473
Selling, general and administrative expense.......... 1,237,403 1,981,852 2,519,435
---------- ---------- ----------
Total operating expenses.......................... 3,982,319 6,028,476 8,624,908
---------- ---------- ----------
Operating income.................................. 86,775 38,913 195,131
Other Income (Expense):
Interest income...................................... 1,992 1,646 1,284
Interest expense..................................... (6,851) (14,615) (26,625)
Other income (expense), net.......................... (2,491) 504 (180,449)
---------- ---------- ----------
Other expense, net................................ (7,350) (12,465) (205,790)
---------- ---------- ----------
Income (loss) before provision for income taxes... 79,425 26,448 (10,659)
Provision for income taxes............................. 50,454 47,463 8,748
---------- ---------- ----------
Net income (loss)...................................... $ 28,971 $ (21,015) $ (19,407)
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-28
<PAGE> 78

CORPORATE LODGINGS, INC.

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
TOTAL
COMMON STOCK ADDITIONAL STOCKHOLDERS'
--------------------- PAID-IN ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL DEFICIT (DEFICIT)
--------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993............ 1,450 $3,000 $ 800 $ (98,565) $(94,765)
Net income.......................... -- -- -- 28,971 28,971
Issuance of stock................... 100 1,000 -- -- 1,000
----- ------ -------- --------- --------
Balance, December 31, 1994............ 1,550 4,000 800 (69,594) (64,794)
Net loss............................ -- -- -- (21,015) (21,015)
Issuance of stock................... 100 1,000 -- -- 1,000
----- ------ -------- --------- --------
Balance, December 31, 1995............ 1,650 5,000 800 (90,609) (84,809)
Net loss............................ -- -- -- (19,407) (19,407)
Capital contribution................ -- -- 178,997 -- 178,997
----- ------ -------- --------- --------
Balance, December 31, 1996............ 1,650 $5,000 $179,797 $(110,016) $ 74,781
===== ====== ======== ========= ========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-29
<PAGE> 79

CORPORATE LODGINGS, INC.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1994 1995 1996
-------- --------- ---------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net (loss) income...................................... $ 28,971 $ (21,015) $ (19,407)
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities --
Depreciation and amortization....................... 16,376 36,496 52,970
Change in operating assets and liabilities --
Accounts receivable............................... (43,184) (145,204) (227,781)
Deferred income taxes............................. (1,346) (36,580) 50,519
Prepaid expenses and other current assets......... (10,206) (141,831) 91,677
Accounts payable.................................. (67,939) 98,767 95,577
Accounts payable -- stockholder................... 72,468 (11,544) --
Accrued expenses.................................. 47,090 209,822 (176,704)
Accrued income taxes.............................. 20,217 76,525 (49,011)
Deferred income................................... 16,665 151,041 56,704
Other............................................. (379) (434) --
-------- --------- ---------
Net cash provided by (used in) operating
activities................................... 78,733 216,043 (125,456)
-------- --------- ---------
Cash Flows From Investing Activities:
Purchases of property and equipment.................... (26,159) (94,032) (53,953)
Other.................................................. -- -- 1,357
-------- --------- ---------
Net cash used in investing activities.......... (26,159) (94,032) (52,596)
-------- --------- ---------
Cash Flows From Financing Activities:
Cash received from notes receivable -- stockholder..... 1,648 5,576 30,034
Issuance (payments) of notes payable, net.............. 13,642 11,303 (15,418)
Issuance (payments) of notes payable -- stockholder.... -- 112,000 --
Issuance of common stock............................... 1,000 1,000 --
-------- --------- ---------
Net cash provided by financing activities...... 16,290 129,879 14,616
-------- --------- ---------
Net (decrease) increase in cash and cash equivalents..... 68,864 251,890 (163,436)
Cash and cash equivalents, beginning of year............. 22,477 91,341 343,231
-------- --------- ---------
Cash and cash equivalents, end of year................... $ 91,341 $ 343,231 $ 179,795
======== ========= =========
Supplemental cash flow information:
Cash paid for interest......................... $ 6,851 $ 14,615 $ 25,675
======== ========= =========
Cash paid for income taxes..................... $ 31,583 $ 7,518 $ 14,726
======== ========= =========
</TABLE>

Non-Cash Transaction:

In 1996 the stockholder contributed to capital a note payable to the
stockholder for $178,977.

The accompanying notes are an integral part of these combined financial
statements.

F-30
<PAGE> 80

CORPORATE LODGINGS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

The accompanying combined financial statements include the accounts of
Corporate Lodgings, Inc., a C corporation, and four S corporations which all are
owned substantially by the same individual and operate similar businesses
(collectively, the "Company"). The four S corporations are Corporate Lodgings,
Pennsylvania Inc.; Corporate Lodgings, Minnesota Inc.; Corporate Lodgings,
Kentucky Inc.; and Corporate Lodgings, Wisconsin Inc. The Company was founded in
1987 and provides fully-furnished apartments, townhouses, condominiums and, to a
lesser extent, homes (collectively, "accommodations") to individuals in need of
flexible accommodations. The Company has offices in: Ohio, Pennsylvania,
Minnesota, Kentucky and Wisconsin.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in
the preparation of these combined financial statements.

Use of Estimates

Principles of Combination

The accompanying combined financial statements include the accounts of
Corporate Lodgings, Inc. and four affiliated entities which are under common
control of and management by a single shareholder. All significant intercompany
accounts and transactions have been eliminated.

Cash and Cash Equivalents

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.
Upon sale or retirement, the related cost and accumulated depreciation are
removed from the accounts, and any gain or loss is recorded in the combined
statements of operations. Depreciation is determined using the straight-line
method for financial reporting purposes and accelerated methods for income tax
reporting purposes over the estimated useful lives of the respective assets.
Estimated useful lives are as follows:

<TABLE>
<CAPTION>
ESTIMATED
ASSET CLASSIFICATION USEFUL LIFE
------------------------------------------------------------------ -----------
<S> <C>
Computer equipment................................................ 3 Years
Office furniture and equipment.................................... 5 Years
</TABLE>

Repairs and maintenance are charged to expense as incurred. General and
administrative costs associated with the opening of new company offices are
expensed as incurred.

F-31
<PAGE> 81

CORPORATE LODGINGS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Revenue Recognition

The Company recognizes revenues on the rentals of accommodations for its
clients on a pro rata basis over the length of the clients' stay.

Concentration of Credit Risk

Operating Stock

The Company leases operating stock such as linens, small appliances,
glassware, silverware, dishes, etc.

Accommodation and Furniture Leases

The Company leases substantially all of its accommodations on a short-term
basis with lease terms that range from three months to one year. Furniture for
the accommodations is leased on a monthly basis from various furniture rental
companies.

3. INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
------- -------- --------
<S> <C> <C> <C>
Current provision (benefit) --
State............................................. $10,403 $ 16,142 $ (3,189)
Federal........................................... 38,897 61,501 (12,311)
------- -------- --------
49,300 77,643 (15,500)
------- -------- --------
Deferred provision (benefit) --
State............................................. 171 (4,463) 3,586
Federal........................................... 983 (25,717) 20,662
------- -------- --------
1,154 (30,180) 24,248
------- -------- --------
Total provision for income taxes.......... $50,454 $ 47,463 $ 8,748
======= ======== ========
</TABLE>

F-32
<PAGE> 82

CORPORATE LODGINGS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation between the provision for income taxes computed at the
statutory rates and the amount reflected in the accompanying combined statements
of operations is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
Computed expected federal tax provision (benefit)..... $27,005 $ 8,992 $(3,624)
Increase (decrease) in taxes resulting from --
Impact of S corporation not taxable................. 13,908 29,699 4,470
State income taxes, net of federal benefit.......... 5,141 2,547 (4,355)
Other............................................... 4,400 6,225 12,257
------- ------- -------
Provision for income taxes.................. $50,454 $47,463 $ 8,748
======= ======= =======
</TABLE>

Deferred tax assets (liabilities) consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1995 1996
--------- ---------
<S> <C> <C>
Tax Assets:
Accruals................................................... $ 117,550 $ 152,152
Other...................................................... 63,750 178,641
--------- ---------
181,300 330,793
--------- ---------
Tax Liabilities:
Receivables................................................ (73,016) (251,205)
Other...................................................... (29,550) (51,373)
--------- ---------
(102,566) (302,578)
--------- ---------
Net deferred tax asset............................. $ 78,734 $ 28,215
========= =========
</TABLE>

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
-------- --------
<S> <C> <C>
Computer equipment............................................. $127,281 $159,835
Furniture and office equipment................................. 48,734 65,555
-------- --------
Total property and equipment......................... 176,015 225,390
Less -- accumulated depreciation............................... 58,238 107,484
-------- --------
Property and equipment, net.......................... $117,777 $117,906
======== ========
</TABLE>

5. NOTES PAYABLE

As of December 31, 1995 and 1996, the Company had $38,613 and $9,720,
respectively, of notes payable outstanding, related in part to the purchase of
computer equipment. The notes bear interest at rates ranging from 6.75% to 9.75%
and are secured by all business assets. All such outstanding notes mature in
1997.

F-33
<PAGE> 83

CORPORATE LODGINGS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

6. RELATED PARTY TRANSACTIONS

Notes Receivable -- Stockholder

As of December 31, 1995, the Company held notes receivable from the
majority stockholder of $30,034. All of such notes are non-interest-bearing with
the exception of one, which bears interest at 5.69%. Included in the
accompanying statements of operations is $1,114, $1,023 and $854 of interest
income related to these notes for the years ended December 31, 1994, 1995 and
1996, respectively. These notes were repaid in 1996.

Notes Payable -- Stockholder

As of December 31, 1995 and 1996, the Company had $194,015 and $28,493
respectively, of notes payable due to the majority stockholder. The notes bear
interest at rates ranging from 6.75% and 9.75% and are payable on demand.
Interest expense for the fiscal years ended December 31, 1994, 1995 and 1996 of
$3,873, $10,943 and $24,168, respectively, related to these notes is included in
the accompanying statements of operations.

Contingent Liabilities

During 1995, the Company entered into an agreement to guarantee a
promissory note of the majority stockholder. As of December 31, 1995 and 1996,
there was $25,000 outstanding on the note. In addition, during December 1995,
the Company pledged the inventory, accounts receivable, contract rights,
equipment and general intangibles of one of the affiliated companies to secure a
$200,000 promissory note between the majority stockholder and a bank. As of
December 31, 1995 and 1996, there was $137,000 and $109,000, respectively,
outstanding on the promissory note.

City Visitor

The Company purchases advertising space from City Visitor Publications,
Inc. ("City Visitor"), an entity which publishes a travel magazine and is 100%
owned by the majority stockholder of the Company. Included in the accompanying
statements of operations is $34,048, $21,780 and $31,356 of advertising expense
paid to City Visitor in 1994, 1995, and 1996, respectively. In addition, the
Company will from time to time pay expenses on behalf of City Visitor which are
subsequently repaid to the Company by City Visitor. Included in accounts payable
in the accompanying balance sheet is approximately $866 and $1,790 as of
December 31, 1995 and 1996, respectively.

In addition, the Company performed certain general and administrative
functions, such as accounting and finance, on behalf of City Visitor. In
connection with these services, the Company billed City Visitor approximately
$42,200, $51,000 and $14,500 for the years ended December 31, 1994, 1995 and
1996, respectively.

7. LEASE COMMITMENTS

The Company leases administrative offices, accommodations and furniture at
several locations through January 1998. The terms of the leases of
accommodations are typically less than one year. Rent expense for the fiscal
years ended December 31, 1994, 1995 and 1996 was $1,575,031, $2,317,274 and
$3,518,705, respectively. Minimum future rental payments at December 31, 1996
are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
---------
<S> <C>
1997...................................................... $ 78,583
1998...................................................... 61,558
1999...................................................... 3,834
---------
Total..................................................... $143,975
========
</TABLE>

F-34
<PAGE> 84

CORPORATE LODGINGS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

8. PENSION PLAN

Eligible employees of the Company participate in a defined contribution
profit sharing plan sponsored by the Company. The plan provides that the Company
may make discretionary contributions to the plan. For the years ended December
31, 1994, 1995 and 1996, the Company did not make any discretionary
contributions to the plan.

9. STOCKHOLDERS' EQUITY

Combined stockholders' equity includes the following common stock accounts
as of December 31, 1995 and 1996.

<TABLE>
<CAPTION>
OUTSTANDING
SHARES AMOUNT
----------- ------
<S> <C> <C>
Corporate Lodgings, Inc.:
No par value, voting common stock, 1,750 shares authorized.... 1,250 $1,000
Corporate Lodgings, Pennsylvania:
No par value, voting common stock, 750 shares authorized... 100 1,000
Corporate Lodgings, Minnesota:
No par value, voting common stock, 750 shares authorized... 100 1,000
Corporate Lodgings, Kentucky:
No par value, voting common stock, 750 shares authorized... 100 1,000
Corporate Lodgings, Wisconsin:
No par value, voting common stock, 750 shares authorized... 100 1,000
----- ------
1,650 $5,000
===== ======
</TABLE>

10. CONTINGENCIES

Various lawsuits have arisen in the ordinary course of the Company's
business. The Company does not anticipate an unfavorable result in any such
litigation or believe that an unfavorable result, if it occurred, would have a
material adverse effect on its business, financial condition and results of
operations.

11. OTHER INCOME (EXPENSE), NET

Included in other income (expense) for the year ended December 31, 1996 is
approximately $160,000 for services rendered by an outside consultant related to
the sale of the Company.

12. SALE OF COMPANY

Effective on January 2, 1997, the Company was acquired, through a stock for
stock merger, by BridgeStreet Accommodations, Inc. The stockholders of the
Company received 836,437 shares of BridgeStreet Accommodations, Inc.'s common
stock in exchange for all of the outstanding common stock of the Company.

F-35
<PAGE> 85

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Exclusive Interim Properties, Ltd.:

We have audited the accompanying combined balance sheets of Exclusive
Interim Properties, Ltd. as of March 31, 1996 and as of December 31, 1996, and
the related combined statements of operations, stockholders' equity and cash
flows for each of the two years in the period ended March 31, 1996 and for the
nine month period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Exclusive Interim
Properties, Ltd. as of March 31, 1996 and December 31, 1996, and the combined
results of their operations and their cash flows for each of the two years in
the period ended March 31, 1996 and for the nine month period ended December 31,
1996, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
March 11, 1997

F-36
<PAGE> 86

EXCLUSIVE INTERIM PROPERTIES, LTD.

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER
MARCH 31, 31,
1996 1996
---------- ----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents......................................... $ 32,284 $ --
Accounts receivable -- trade
less allowance for doubtful accounts of $25,191 and
$107,191 at March 31, 1996 and December 31, 1996, 158,664 405,244
respectively..................................................
Other receivables................................................. 23,913 12,384
Security deposits held by landlord................................ 85,473 150,614
Deferred income taxes............................................. 143,058 166,650
---------- ----------
Total current assets........................................... 443,392 734,892
Operating stock, net of accumulated amortization.................... 381,852 580,394
Land, property and equipment, net of accumulated depreciation....... 1,367,371 1,391,834
Other assets........................................................ 10,504 7,950
---------- ----------
Total assets................................................... $2,203,119 $2,715,070
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.................................................. $ 296,444 $ 366,004
Accrued expenses
Payroll, bonuses and related items............................. 18,852 15,308
Other.......................................................... 98,750 202,575
Deferred revenue.................................................. 123,138 155,313
Security deposits due to customers................................ 117,475 260,443
Current portion of long-term debt................................. 70,080 136,579
Notes payable-stockholder......................................... 110,549 94,655
---------- ----------
Total current liabilities...................................... 835,288 1,230,877
Deferred income taxes............................................... 152,741 232,168
Long-term debt, net of current maturities........................... 1,113,921 1,049,038
Commitments and contingencies
Stockholders' Equity:
Common stock...................................................... 20 20
Additional paid in capital........................................ 50,200 75,801
Retained earnings................................................. 50,949 127,166
---------- ----------
Total stockholders' equity..................................... 101,169 202,987
---------- ----------
Total liabilities and stockholders' equity................ $2,203,119 $2,715,070
========== ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-37
<PAGE> 87

EXCLUSIVE INTERIM PROPERTIES, LTD.

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED MARCH 31, ENDED
------------------------- DECEMBER 31,
1995 1996 1996
---------- ---------- ------------
<S> <C> <C> <C>
Revenues.............................................. $4,014,541 $5,521,373 $7,136,843
Operating Expenses:
Cost of services.................................... 3,015,261 4,246,342 5,789,975
Selling, general and administrative expense......... 895,109 975,186 1,110,249
---------- ---------- ----------
Total operating expenses......................... 3,910,370 5,221,528 6,900,224
---------- ---------- ----------
Operating income................................. 104,171 299,845 236,619
Other Income (Expense):
Interest income..................................... 3,195 -- 29
Interest expense.................................... (110,726) (133,025) (95,974)
---------- ---------- ----------
Other expense, net............................... (107,531) (133,025) (95,945)
---------- ---------- ----------
Income (loss) before provision (benefit) for income
taxes............................................... (3,360) 166,820 140,674
Provision (benefit) for income taxes.................. (18,466) 57,723 64,457
---------- ---------- ----------
Net income............................................ $ 15,106 $ 109,097 $ 76,217
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-38
<PAGE> 88

EXCLUSIVE INTERIM PROPERTIES, LTD.

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
TOTAL
COMMON STOCK ADDITIONAL RETAINED STOCKHOLDERS'
----------------- PAID-IN EARNINGS EQUITY
SHARES AMOUNT CAPITAL (DEFICIT) (DEFICIT)
------ ------ ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1994................ 2,000 $20 $ 40,500 $(73,254) $(32,734)
Contributions........................ -- -- 2,600 -- 2,600
Net income........................... -- -- -- 15,106 15,106
----- --- -------- -------- --------
Balance, March 31, 1995................ 2,000 20 43,100 (58,148) (15,028)
Contributions........................ -- -- 50,000 -- 50,000
Withdrawals.......................... -- -- (42,900) -- (42,900)
Net income........................... -- -- -- 109,097 109,097
----- --- -------- -------- --------
Balance, March 31, 1996................ 2,000 20 50,200 50,949 101,169
Contributions........................ -- -- 56,100 -- 56,100
Withdrawals.......................... -- -- (30,499) -- (30,499)
Net income........................... -- -- -- 76,217 76,217
----- --- -------- -------- --------
Balance, December 31, 1996............. 2,000 $20 $ 75,801 $127,166 $202,987
===== === ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-39
<PAGE> 89

EXCLUSIVE INTERIM PROPERTIES, LTD.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED MARCH 31, ENDED
------------------------- DECEMBER 31,
1995 1996 1996
----------- --------- ------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income.......................................... $ 15,106 $ 109,097 $ 76,217
Adjustments to reconcile net income to net cash
provided by operating activities --
Depreciation and amortization.................... 70,149 118,131 116,218
Provision for bad debts.......................... -- 25,191 82,000
Change in operating assets and liabilities
Accounts receivable............................ (19,981) (145,513) (317,051)
Security deposits held by landlord............. (32,230) (32,753) (65,141)
Accounts payable............................... (22,061) 196,063 69,560
Deferred revenue............................... 71,172 23,988 32,175
Security deposits due to customers............. 10,100 29,150 142,968
Accrued expenses............................... 59,803 21,194 100,281
Other.......................................... 20,769 58,306 55,836
----------- --------- ---------
Net cash provided by operating activities... 172,827 402,854 293,063
----------- --------- ---------
Cash Flows From Investing Activities:
Purchases of operating stock........................ (37,782) (323,287) (278,487)
Purchases of property and equipment................. (1,377,093) (10,164) (58,183)
----------- --------- ---------
Net cash used in investing activities....... (1,414,875) (333,451) (336,670)
----------- --------- ---------
Cash Flows From Financing Activities:
Due to stockholder.................................. 82,265 (11,716) (15,894)
Proceeds from long-term debt........................ 1,191,600 -- 71,266
Principal payments of long-term debt................ -- (69,266) (69,650)
Capital contributions............................... 2,600 50,000 56,100
Distributions to stockholder........................ -- (42,900) (30,499)
----------- --------- ---------
Net cash provided by (used in) financing
activities................................ 1,276,465 (73,882) 11,323
----------- --------- ---------
Net (decrease) increase in cash and cash
equivalents......................................... 34,417 (4,479) (32,284)
Cash and cash equivalents, beginning of period........ 2,346 36,763 32,284
----------- --------- ---------
Cash and cash equivalents, end of period.............. $ 36,763 $ 32,284 $ --
=========== ========= =========
Supplemental Cash Flow Information:
Cash paid for interest...................... $ 99,726 $ 133,025 $ 92,391
=========== ========= =========
Cash paid for income taxes.................. $ -- $ 1,273 $ --
=========== ========= =========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-40
<PAGE> 90

EXCLUSIVE INTERIM PROPERTIES, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

The accompanying combined financial statements include the accounts of
Exclusive Interim Properties, Ltd., which is owned by a sole stockholder, and
Haus Account, LLC (the "LLC") and an individual condominium unit, each of which
are owned by the sole stockholder of EIP and her spouse (collectively, the
"Company"). These entities and the condominium unit are involved in the same
business. The Company was founded in 1987 and provides fully-furnished
apartments, townhouses, condominiums and, to a lesser extent, homes
(collectively, "accommodations") to individuals in need of flexible
accommodations. The Company has offices in Baltimore, Maryland; and Washington,
D.C.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in
the preparation of these combined financial statements.

Use of Estimates

Principles of Combination

The accompanying combined financial statements include the accounts of
Exclusive Interim Properties, Ltd. and one affiliated entity. All significant
intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.
Upon sale or retirement, the related cost and accumulated depreciation are
removed from the accounts, and any gain or loss is recorded in the combined
statements of operations. Depreciation is computed on the straight-line method
over estimated useful lives for financial reporting purposes. For income tax
reporting purposes, depreciation on equipment is determined using the
double-declining balance method. Condominiums are depreciated using the
straight-line method for financial reporting and income tax reporting purposes
over the estimated useful life of the units. Estimated useful lives are as
follows:

<TABLE>
<CAPTION>
ASSET CLASSIFICATION ESTIMATED USEFUL LIFE
---------------------------------------------------------- ---------------------
<S> <C>
Computer equipment........................................ 3 years
Office furniture and equipment............................ 7 years
Condominiums.............................................. 39 years
Vehicles.................................................. 5 years
Leasehold improvements.................................... Lease life
</TABLE>

Repairs and maintenance are charged to expense as incurred. General and
administrative costs associated with the opening of new company offices are
expensed as incurred.

F-41
<PAGE> 91

EXCLUSIVE INTERIM PROPERTIES, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Revenue Recognition

The Company recognizes revenues on the rentals of accommodations to its
clients on a pro-rata basis over the length of the guest's stay.

Concentration of Credit Risk

Concentration of credit risk is limited to accounts receivable. The Company
does not require collateral or security to support their receivables. The
Company conducts periodic reviews of its clients' financial condition and
payment practices to minimize collection risk on accounts receivable.

Operating Stock

Operating stock to furnish new apartment units, including linens,
glassware, silverware, utensils, and small appliances, is capitalized as it is
purchased and amortized over a three-year period to a residual value of 50% of
its original cost. Additional purchases of operating stock for apartment units
already established is expensed as incurred.

Accommodation and Furniture Leases

3. INCOME TAXES

The provision (benefit) for income taxes consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------- DECEMBER 31,
1995 1996 1996
-------- -------- ------------
<S> <C> <C> <C>
Total provision (benefit) for income taxes:
State............................................ $ (7,673) $ 13,294 $ 14,390
Federal.......................................... (56,467) 97,833 105,902
-------- -------- --------
(64,140) 111,127 120,292
-------- -------- --------
Deferred
State............................................ 5,464 (6,389) (6,679)
Federal.......................................... 40,210 (47,015) (49,156)
-------- -------- --------
45,674 (53,404) (55,835)
-------- -------- --------
Total provision (benefit) for income
taxes.................................. $(18,446) $ 57,723 $ 64,457
======== ======== ========
</TABLE>

Income taxes are not provided on the portion of income related to the LLC
because those taxes are paid by the partners.

F-42
<PAGE> 92

EXCLUSIVE INTERIM PROPERTIES, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation between the provision for income taxes computed at the
statutory rates and the amount reflected in the accompanying combined statements
of operations for the two years ended March 31, 1996 and the nine months ended
December 31, 1996 is as follows:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------- DECEMBER 31,
1995 1996 1996
-------- -------- ------------
<S> <C> <C> <C>
Computed expected federal tax provision............ $ (1,142) $ 56,719 $ 47,829
Increase (decrease) in taxes resulting from:
State income taxes............................... (222) 11,010 9,284
Deductions taken for books not allowed for tax
purposes...................................... 3,941 4,053 3,400
LLC income not taxable........................... (14,996) (11,531) (4,373)
Other............................................ (6,047) (2,528) 8,317
-------- -------- --------
Provision (benefit) for income taxes..... $(18,466) $ 57,723 $ 64,457
======== ======== ========
</TABLE>

The Company uses the cash basis method for its tax returns. Deferred tax
(assets) liabilities consist of the following:

<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1996
-------------- -----------------
<S> <C> <C>
Tax assets:
Payables and accruals not yet deducted for tax
purposes......................................... 214,874 295,680
Net operating loss carry forwards................... -- 39,638
-------- --------
214,874 335,318
-------- --------
Tax liabilities:
Accounts receivable not yet reported for tax
purposes......................................... (63,466) (162,098)
Operating stock expensed for tax purposes........... (152,741) (232,158)
Other............................................... (8,350) (6,580)
-------- --------
(224,557) (400,836)
-------- --------
Net deferred tax liabilities................ (9,683) (65,518)
======== ========
</TABLE>

The Company has net operating loss carryforwards of $99,000 as of December
31, 1996.

4. LAND, PROPERTY AND EQUIPMENT; OPERATING STOCK

Land, property and equipment, and operating stock consist of the following:

<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1996
-------------- -----------------
<S> <C> <C>
Land.................................................. $ 266,235 $ 266,235
Condominiums.......................................... 1,166,700 1,166,700
Leasehold improvements & vehicles..................... -- 30,992
Computer equipment.................................... 37,392 64,582
Furniture and office equipment........................ 66,266 66,266
---------- ----------
Total land, property and equipment.......... 1,536,593 1,594,775
Less -- accumulated depreciation...................... 169,222 202,941
---------- ----------
Land, property and equipment, net........... $1,367,371 $1,391,834
========== ==========

Operating stock....................................... $ 535,583 $ 814,070
Less -- accumulated amortization...................... 153,731 233,676
---------- ----------
Operating stock, net........................ $ 381,852 $ 580,394
========== ==========
</TABLE>

F-43
<PAGE> 93

EXCLUSIVE INTERIM PROPERTIES, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

5. LONG-TERM DEBT

A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1996
-------------- -----------------
<S> <C> <C>
Mortgage note -- LLC.................................. $ 975,520 $ 962,935
Installment note -- LLC............................... 150,000 100,000
Mortgage notes -- stockholder......................... 58,481 56,182
Revolving lines of credit............................. -- 49,817
Automobile loan....................................... -- 16,683
---------- ----------
Total....................................... 1,184,001 1,185,617
Less-current maturities............................... 70,080 136,579
---------- ----------
Total long-term debt........................ $1,113,921 $1,049,038
========== ==========
</TABLE>

Mortgage Note -- LLC

On May 12, 1994, the LLC entered into a Mortgage note agreement with a
bank, under which the bank provided cash of $1,005,000 in exchange for a
$1,005,000 Mortgage note (the "Mortgage"). The Mortgage is secured by
substantially all assets of the LLC, including 18 condominiums owned by the LLC.
The Mortgage calls for monthly principal payments of $1,340 through June 1, 1999
at which time all outstanding borrowings are due. The Mortgage bears interest at
bank's prime rate plus 1.5%. The interest rates at both March 31, 1996 and
December 31, 1996 were 9.75%. Interest is payable monthly, in arrears.

Installment Note -- LLC

On May 12, 1994, the LLC entered into an agreement with a bank, pursuant to
which the bank provided the LLC with cash of $200,000 in exchange for a $200,000
installment note (the "Installment Note"). The Installment Note calls for annual
principal payments of $50,000, from May 1, 1995 through May 1, 1998. The
Installment Note bears interest at the highest prime rate published in the Wall
Street Journal on the last day of the immediately prior calendar month plus
1.5%. The interest rate at both March 31, 1996 and December 31, 1996 was 9.75%.
Interest is payable monthly, in arrears.

Mortgage -- Stockholder

On October 22, 1993, the principal stockholder of the Company entered into
a mortgage note agreement for $65,000. The mortgage is secured by a condominium
owned by the stockholder located in Baltimore, Maryland. The mortgage calls for
monthly payments of principal and interest in the amount of $590. The mortgage
bears interest at a fixed rate of 7.0%. The mortgage and the condominium were
contributed by the stockholder to the Company.

Revolving Lines of Credit

At December 31, 1996, the Company had a line of credit agreement expiring
February 15, 1997 which provided for borrowings of up to $50,000 and bore
interest at 8.25% on such date. At December 31, 1996, the Company's advances on
this line of credit were $49,817.

Automobile Loan

In April 1996, the Company entered into a note payable agreement for
$21,000 with Chrysler Financial Group. The note calls for monthly payments of
principal and interest of $570 through April 1999. The note bears interest at a
fixed rate of 8.55%.

F-44
<PAGE> 94

EXCLUSIVE INTERIM PROPERTIES, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The following is a schedule of required debt payments as of December 31,
1996:

<TABLE>
<CAPTION>
YEAR AMOUNT
--------------------------------------------------------- ----------
<S> <C>
1997..................................................... $ 136,579
1998..................................................... 70,080
1999..................................................... 935,300
2000..................................................... 4,000
2001..................................................... 4,000
Thereafter............................................... 35,658
----------
Total.......................................... $1,185,617
==========
</TABLE>

6. LEASE COMMITMENTS

The Company leases administrative offices, accommodations and furniture at
several locations through August 31, 1999. Rent expense for the fiscal years
ended March 31, 1995 and 1996 and for the nine months ended December 31, 1996
was $2,183,491, $3,240,935 and $4,102,087, respectively. Minimum future rental
payments at December 31, 1996 are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
---------
<S> <C>
1997...................................................... $ 57,212
1998...................................................... 56,522
1999...................................................... 48,526
2000...................................................... 50,088
2001...................................................... 41,741
--------
Total........................................... $254,089
========
</TABLE>

7. CONTINGENCIES

8. SALE OF COMPANY

Effective on January 2, 1997, the Company was acquired, through a stock for
stock merger, by BridgeStreet Accommodations, Inc. The stockholders of the
Company received 1,001,805 shares of BridgeStreet Accommodations, Inc.'s common
stock in exchange for all of the outstanding common stock of and equity
interests in the Company.

F-45
<PAGE> 95

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholder of Home Again, Inc.:

We have audited the accompanying combined balance sheets of Home Again,
Inc. as of December 31, 1995 and 1996, and the related combined statements of
operations, stockholder's equity and cash flows for each of the two years in the
period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the combined financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Home Again, Inc. as
of December 31, 1995 and 1996, and the results of their operations and their
cash flows for each of the two years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
March 21, 1997

F-46
<PAGE> 96

HOME AGAIN, INC.

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents............................................ $ 14,210 $145,140
Accounts receivable.................................................. 68,905 109,167
Security deposits held by landlords.................................. 6,801 7,553
Prepaid expenses..................................................... 131,325 217,172
Other current assets................................................. 1,774 1,293
-------- --------
Total current assets.............................................. 223,015 480,325
Operating stock, net of accumulated amortization....................... 35,966 196,015
Property and equipment, net of accumulated depreciation................ 68,759 142,508
-------- --------
Total assets................................................. $327,740 $818,848
======== ========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable..................................................... $191,119 $300,755
Accrued expenses --
Payroll and employee benefits..................................... 6,977 290
Other............................................................. 42,500 64,750
Deferred revenue..................................................... 20,850 30,880
Security deposits due to customers................................... -- 60,460
Due to stockholder................................................... 2,812 191,404
Current portion of long-term debt.................................... -- 8,595
-------- --------
Total current liabilities......................................... 264,258 657,134
Long-term debt, net of current maturities.............................. -- 25,608
Commitments and Contingencies

Stockholder's Equity:
Common stock......................................................... 30 30
Additional paid-in capital........................................... 2,970 2,970
Retained earnings.................................................... 60,482 133,106
-------- --------
Total stockholder's equity........................................ 63,482 136,106
-------- --------
Total liabilities and stockholder's equity................... $327,740 $818,848
======== ========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-47
<PAGE> 97

HOME AGAIN, INC.

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1995 1996
---------- ----------
<S> <C> <C>
Revenues............................................................ $1,569,502 $4,034,905
Operating Expenses:
Cost of services.................................................. 1,283,752 3,133,900
Selling, general and administrative expense....................... 212,242 586,339
---------- ----------
Total operating expenses....................................... 1,495,994 3,720,239
---------- ----------
Operating income............................................... 73,508 314,666
Other Income:
Interest income................................................... 362 1,202
Other income...................................................... 33,042 75,702
---------- ----------
Other income, net.............................................. 33,404 76,904
---------- ----------
Net income.......................................................... $ 106,912 $ 391,570
========== ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-48
<PAGE> 98

HOME AGAIN, INC.

COMBINED STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
TOTAL
COMMON STOCK ADDITIONAL RETAINED STOCKHOLDER'S
--------------- PAID-IN EARNINGS EQUITY
SHARES AMOUNT CAPITAL (DEFICIT) (DEFICIT)
------ ------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994..................... 1,000 $ 10 $ 990 $ (46,430) $ (45,430)
Issuance of stock............................ 2,000 20 1,980 -- 2,000
Net income................................... -- -- -- 106,912 106,912
----- ---- ------ --------- ----------
Balance, December 31, 1995..................... 3,000 30 2,970 60,482 63,482
Distributions to stockholder................. -- -- -- (318,946) (318,946)
Net income................................... -- -- -- 391,570 391,570
----- ---- ------ --------- ----------
Balance, December 31, 1996..................... 3,000 $ 30 $2,970 $ 133,106 $ 136,106
===== ==== ====== ========= ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-49
<PAGE> 99

HOME AGAIN, INC.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1995 1996
-------- ---------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income.......................................................... $106,912 $ 391,570
Adjustments to reconcile net income to net cash provided by
operating activities --
Depreciation and amortization.................................... 23,518 101,045
Change in operating assets and liabilities --
Accounts receivable............................................ (54,407) (40,262)
Security deposits held by landlords............................ (783) (752)
Prepaid expenses............................................... (96,119) (85,847)
Other current assets........................................... (999) 481
Accounts payable............................................... 171,759 109,636
Advanced rent.................................................. 5,132 10,030
Security deposits due customers................................ -- 60,460
Accrued expenses............................................... 19,789 15,563
-------- ---------
Net cash provided by operating activities................... 174,802 561,924
-------- ---------
Cash Flows From Investing Activities:
Purchases of operating stock........................................ (43,159) (200,689)
Purchases of property and equipment................................. (55,918) (134,154)
-------- ---------
Net cash used in investing activities....................... (99,077) (334,843)
-------- ---------
Cash Flows From Financing Activities:
Due to stockholder.................................................. (64,179) 188,592
Proceeds from issuance of stock..................................... 2,000 --
Payments of long-term debt.......................................... -- (4,411)
Proceeds from long-term debt........................................ -- 38,614
Distribution to stockholder......................................... -- (318,946)
-------- ---------
Net cash used in financing activities....................... (62,179) (96,151)
-------- ---------
Net increase in cash and cash equivalents............................. 13,546 130,930
Cash and cash equivalents, beginning of year.......................... 664 14,210
-------- ---------
Cash and cash equivalents, end of year................................ $ 14,210 $ 145,140
======== =========
Supplemental Cash Flow Information:
Cash paid for interest...................................... $ 362 $ 1,202
======== =========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-50
<PAGE> 100

HOME AGAIN, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

The accompanying combined financial statements include the accounts of Home
Again, Inc. and two affiliated entities in the same business (collectively,
"Home Again" or the "Company"), all of which are S corporations owned by the
same stockholder. The Company was founded in 1994 and provides fully-furnished
apartments, townhouses, condominiums and, to a lesser extent, homes
(collectively, "accommodations") to individuals in need of flexible
accommodations. The Company has offices in Minneapolis, Minnesota; and Oklahoma
City, Oklahoma.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in
the preparation of these financial statements.

Use of Estimates

Cash and Cash Equivalents

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.
Leasehold improvements are capitalized and charged to expense through
depreciation. Upon sale or retirements, the related cost and accumulated
depreciation are removed from the accounts, and any gain or loss is recorded in
the statement of operations. Depreciation is determined using the straight-line
method for financial reporting purposes and accelerated methods for income tax
reporting purposes over the estimated useful lives of the respective assets.
Estimated useful lives are as follows:

<TABLE>
<CAPTION>
ESTIMATED
ASSET CLASSIFICATION USEFUL LIFE
----------------------------------------------------------------- -----------
<S> <C>
Computer equipment............................................... 3-5 years
Office furniture and equipment................................... 5 years
Leasehold improvements........................................... 7 years
Vehicles......................................................... 5 years
</TABLE>

Repairs and maintenance are charged to expense as incurred. General and
administrative costs associated with the opening of new company offices are
expenses as incurred.

Revenue Recognition

The Company recognizes revenues on the sublease of accommodations for its
clients as services are provided.

F-51
<PAGE> 101

HOME AGAIN, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Concentration of Credit Risk

Concentration of credit risk is limited to accounts receivable. The Company
does not require collateral or other security to support their receivables. The
Company conducts periodic reviews of its clients' financial conditions and
payment practices to minimize collection risks on accounts receivable.

Operating Stock

Operating stock to furnish new apartment units, including linen, glass and
silver, and minor appliances is capitalized as it is purchased and amortized
over a three-year period to a residual value of 50% of the original cost.
Additional purchases of operating stock for apartment units established is
expensed as incurred.

Apartment and Furniture Leases

The Company leases substantially all of its accommodations under lease
terms ranging from one to two years. Furniture for the accommodations is leased
on a monthly basis from various furniture rental companies.

3. INCOME TAXES

The Company, with the consent of its stockholder, elected to be recognized
as an S corporation under the appropriate federal and state tax codes beginning
June 8, 1993. In lieu of corporate income taxes, the stockholders of an S
corporation are taxed on their proportionate shares of the Company's taxable
income. As a result, the recognition of current and deferred income taxes is not
needed in the accompanying combined financial statements.

4. PROPERTY AND EQUIPMENT; OPERATING STOCK

Property and equipment and operating stock consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1996
------- --------
<S> <C> <C>
Computer equipment.............................................. $18,542 $ 35,171
Furniture and office equipment.................................. 71,405 146,787
Vehicles........................................................ -- 42,143
------- --------
Total property and equipment............................... 89,947 224,101
Less -- accumulated depreciation................................ 21,188 81,593
------- --------
Property and equipment, net........................... $68,759 $142,508
======= ========
Operating stock................................................. $43,159 $243,848
Less -- accumulated amortization................................ 7,193 47,833
------- --------
Operating stock, net.................................. $35,966 $196,015
======= ========
</TABLE>

5. DEBT

Long-term debt consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1996
------------
<S> <C>
Note payable to a bank, interest rate of 8.75%, due in 48 equal
installments through October 2000, secured by an automobile
purchased with the proceeds from the note........................... $ 18,031
Note payable to a bank, interest rate of 9.5%, due in 48 equal
installments through March 2000; secured by an automobile purchased
with the proceeds from the note..................................... 16,172
--------
34,203
Less -- current maturities............................................ 8,595
--------
Total long-term debt.................................................. $ 25,608
========
</TABLE>

F-52
<PAGE> 102

HOME AGAIN, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The following is a schedule of required debt payments as of December 31,
1996:

<TABLE>
<S> <C>
1997....................................................................... $ 8,595
1998....................................................................... 9,641
1999....................................................................... 10,561
2000....................................................................... 5,406
-------
Total............................................................ $34,203
=======
</TABLE>

6. LEASE COMMITMENTS

The Company leases administrative offices, apartment units and furniture at
several locations through 1998. Rent expense for the fiscal years ended December
31, 1995 and 1996 was $989,203 and $2,592,965 respectively. Minimum future
rental payments on long-term leases at December 31, 1996 are as follows:

<TABLE>
<CAPTION>
OPERATING LEASES
----------------
<S> <C>
1997.......................................... $ 59,793
1998.......................................... 57,078
1999.......................................... 53,340
2000.......................................... 51,070
2001.......................................... 50,247
Thereafter.................................... 111,168
--------
Total............................... $382,696
========
</TABLE>

7. DISTRIBUTION TO STOCKHOLDER

The Company declared a distribution to the stockholder during December 1996
in the amount of $191,404, related to 1996 earnings, to be paid in 1997.

8. CONTINGENCIES

9. STOCKHOLDERS' EQUITY

Combined stockholder's equity includes the following common stock accounts
as of December 31, 1995 and 1996 (.01 par value and voting for all classes of
common stock).

<TABLE>
<CAPTION>
OUTSTANDING
SHARES AMOUNT
----------- ------
<S> <C> <C>
Home Again, Inc.
Authorized--1,000,000................................................ 1,000 $ 10
Home Again, Corporate Housing, Inc.
Authorized--100,000.................................................. 1,000 $ 10
Home Again, Amenities, Inc.
Authorized--100,000.................................................. 1,000 $ 10
</TABLE>

10. SALE OF COMPANY

Effective on March 31, 1997, the Company was acquired, through a stock for
stock merger, by Bridgestreet Accomodations, Inc. The stockholder of the Company
received 475,000 shares of Bridgestreet Accomodations, Inc.'s common stock in
exchange for all of the outstanding common stock of the Company.

F-53
<PAGE> 103

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Temporary Housing Experts, Inc.:

We have audited the accompanying balance sheets of Temporary Housing
Experts, Inc. as of December 31, 1995 and 1996, and the related statements of
operations, stockholders' equity and cash flows for each of the two years in the
period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Temporary Housing Experts,
Inc. as of December 31, 1995 and 1996, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Memphis, Tennessee
March 21, 1997

F-54
<PAGE> 104

TEMPORARY HOUSING EXPERTS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents............................................ $213,845 $ 51,536
Accounts receivable, less allowance for doubtful accounts of $1,311
in 1995 and 1996.................................................. 77,481 99,487
Deferred income taxes................................................ 46,300 70,794
Prepaid expenses..................................................... -- 25,504
Security deposits held by landlord complexes......................... 18,566 24,244
-------- --------
Total current assets.............................................. 356,192 271,565
Operating stock, net of accumulated amortization....................... 141,680 145,086
Property and equipment, net of accumulated depreciation................ 82,265 58,450
-------- --------
Total assets................................................. $580,137 $475,101
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt................................. $ 15,669 $ 18,745
Accounts payable..................................................... 1,257 6,046
Security deposits due to customers................................... 51,087 50,548
Deferred revenue..................................................... 3,363 34,347
Accrued expenses..................................................... 115,750 51,875
Accrued income taxes................................................. 48,287 15,895
-------- --------
Total current liabilities......................................... 235,413 177,456
Long-term debt, net of current maturities.............................. 15,669 11,873
Deferred income taxes.................................................. 56,671 58,033
Stockholders' Equity:
Common stock......................................................... 1,000 1,000
Retained earnings.................................................... 271,384 226,739
-------- --------
Total stockholders' equity........................................ 272,384 227,739
-------- --------
Total liabilities and stockholders' equity................... $580,137 $475,101
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-55
<PAGE> 105

TEMPORARY HOUSING EXPERTS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1995 1996
---------- ----------
<S> <C> <C>
Revenues............................................................ $3,085,736 $3,582,924
Operating Expenses:
Cost of services.................................................. 2,190,252 2,578,247
Selling, general and administrative expense....................... 865,689 1,077,568
---------- ----------
Total operating expenses....................................... 3,055,941 3,655,815
---------- ----------
Operating income (loss)........................................ 29,795 (72,891)
Other Income (Expense):
Interest expense.................................................. (1,018) (977)
Other income (expense)............................................ (3,649) 6,197
---------- ----------
Other income (expense), net.................................... (4,667) 5,220
---------- ----------
Income (loss) before provision for income taxes..................... 25,128 (67,671)
Benefit for income taxes............................................ (1,923) (23,026)
---------- ----------
Net income (loss)................................................... $ 27,051 $ (44,645)
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-56
<PAGE> 106

TEMPORARY HOUSING EXPERTS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
----------------- RETAINED STOCKHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
------ ------ -------- -------------
<S> <C> <C> <C> <C>
Balance, December 31, 1994......................... 1,000 $1,000 $244,333 $ 245,333
Net income....................................... -- -- 27,051 27,051
----- ------ -------- ---------
Balance, December 31, 1995......................... 1,000 1,000 271,384 272,384
Net loss......................................... -- -- (44,645) (44,645)
----- ------ -------- ---------
Balance, December 31, 1996......................... 1,000 $1,000 $226,739 $ 227,739
===== ====== ======== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-57
<PAGE> 107

TEMPORARY HOUSING EXPERTS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1995 1996
--------- ---------
<S> <C> <C>
Cash Flows From Operating Activities:
Net (loss) income................................................ $ 27,051 $ (44,645)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities --
Depreciation and amortization................................. 41,044 59,507
Provision for bad debts....................................... (1,359) --
Gain on sale of property and equipment........................ -- (6,197)
Change in operating assets and liabilities --
Accounts receivable......................................... 740 (26,547)
Prepaid expenses and deposits............................... 1,247 (31,182)
Accounts payable............................................ (12,131) 4,789
Accrued expenses............................................ 102,745 (96,267)
Deferred revenue............................................ (4,615) 30,984
Refundable customer deposits................................ 17,584 (539)
Loans made to employees..................................... (1,676) --
Loan payments from employees................................ -- 4,541
Deferred income taxes....................................... (23,512) (23,132)
--------- ---------
Net cash provided by (used in) operating activities...... 147,118 (128,688)
--------- ---------
Cash Flows from Investing Activities:
Purchases of operating stock..................................... (54,534) (23,250)
Purchases of property and equipment.............................. (83,521) (33,553)
Proceeds from sale of property and equipment..................... -- 23,901
--------- ---------
Net cash used in investing activities.................... (138,055) (32,902)
--------- ---------
Cash Flows from Financing Activities:
Proceeds from notes payable...................................... 31,338 17,100
Payments of notes payable........................................ (14,251) (17,819)
Advances from stockholder........................................ -- 50,000
Repayments to stockholder........................................ -- (50,000)
--------- ---------
Net cash provided by (used in) financing activities...... 17,087 (719)
--------- ---------
Net (decrease) increase in cash and cash equivalents............... 26,150 (162,309)
Cash and cash equivalents, beginning of year....................... 187,695 213,845
--------- ---------
Cash and cash equivalents, end of year............................. $ 213,845 $ 51,536
========= =========
Supplemental Cash Flow Information:
Cash paid for interest................................... $ 979 $ 969
========= =========
Cash paid for income taxes............................... $ 17,800 $ 27,564
========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-58
<PAGE> 108

TEMPORARY HOUSING EXPERTS, INC.

NOTES TO FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

Temporary Housing Experts, Inc. (the "Company") was founded in 1993, and
provides fully-furnished apartments, townhouses, condominiums and, to a lesser
extent, homes (collectively "accommodations") to individuals in need of flexible
accommodations. The Company has offices in: Memphis, Tennessee; and Jackson,
Mississippi.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in
the preparation of these financial statements.

Use of Estimates

Cash and Cash Equivalents

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.
Leasehold improvements are capitalized and charged to expense through
depreciation. Upon sale or retirement, the related cost and accumulated
depreciation are removed from the accounts, and any gain or loss is recorded in
the statement of operations. Depreciation is determined using the straight-line
method for financial reporting purposes and accelerated methods for income tax
reporting purposes over the estimated useful lives of the respective assets.
Estimated useful lives are as follows:

<TABLE>
<CAPTION>
ESTIMATED
ASSET CLASSIFICATION USEFUL LIFE
---------------------------------------------------------------- -----------
<S> <C>
Computer equipment.............................................. 3 Years
Office furniture and equipment.................................. 5 Years
Leasehold improvements.......................................... 7 Years
Vehicles........................................................ 5 Years
</TABLE>

Revenue Recognition

The Company recognizes revenues on the rentals of accommodations to its
clients on a pro rata basis over the length of the client's stay.

Concentration of Credit Risk

F-59
<PAGE> 109

TEMPORARY HOUSING EXPERTS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Operating Stock

Operating stock to furnish new units, including linen, glassware,
silverware and minor appliances is capitalized as it is purchased and amortized
over a three-year period to a residual value of 50% of the original cost.
Additional purchases of operating stock for apartment units already established
is expensed as incurred.

Accommodation and Furniture Leases

3. INCOME TAXES

The provision (benefit) for income taxes consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
1995 1996
-------- --------
<S> <C> <C>
Current --
State........................................................ $ 5,009 $ 106
Federal...................................................... 16,580 --
--------- ---------
21,589 106
--------- ---------
Deferred --
State........................................................ $ (1,881) $ (2,891)
Federal...................................................... (21,631) (20,241)
--------- ---------
(23,512) (23,132)
--------- ---------
Total benefit for income taxes....................... $ (1,923) $(23,026)
========= =========
</TABLE>

A reconciliation between the benefit for income taxes computed at the
statutory rates and the amount reflected in the accompanying statements of
operations for the two years ended is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
1995 1996
-------- --------
<S> <C> <C>
Computed expected federal tax provision (benefit).............. $ 3,769 $(23,008)
Increase (decrease) in taxes resulting from:
State income taxes, net of federal benefit................... 829 (4,060)
Other........................................................ (6,521) 4,042
------- --------
Benefit for income taxes............................. $(1,923) $(23,026)
======= ========
</TABLE>

F-60
<PAGE> 110

TEMPORARY HOUSING EXPERTS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
1995 1996
--------- ---------
<S> <C> <C>
Deferred tax assets (liabilities) consist of the following:
Tax assets --
Accruals not yet deductible for tax purposes................. $ 46,300 $ 20,750
Net operating loss carryforward.............................. -- 50,044
-------- -------
46,300 70,794
Tax liabilities --
Operating stock expensed for tax purposes.................... (56,671) (58,033)
-------- --------
Net deferred tax asset (liability)................... $(10,371) $ 12,761
-------- --------
</TABLE>

4. PROPERTY AND EQUIPMENT; OPERATING STOCK

Property and equipment and operating stock consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1996
--------- --------
<S> <C> <C>
Leasehold improvements.......................................... $ 1,987 $ 1,987
Computer equipment.............................................. 26,298 42,602
Furniture and office equipment.................................. 28,429 23,204
Vehicles........................................................ 80,258 65,296
--------- --------
Total property and equipment.......................... 136,972 133,089
Less -- accumulated depreciation................................ 54,707 74,639
--------- --------
Property and equipment, net........................... $ 82,265 $ 58,450
========= ========
Operating stock................................................. $ 203,244 $226,494
Less -- accumulated amortization................................ 61,564 81,408
--------- --------
Operating stock, net.................................. $ 141,680 $145,086
========= ========
</TABLE>

5. DEBT

Long-term obligations consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1995 1996
-------- --------
<S> <C> <C>
Notes payable to financial institutions, interest ranging from 0%
to 7.99% maturing at various dates through March 2001: secured
by certain automobiles purchased with the proceeds from the
notes.......................................................... $ 31,338 $ 30,618
Less -- current maturities....................................... (15,669) (18,745)
-------- --------
$ 15,669 $ 11,873
======== ========
</TABLE>

6. LEASE COMMITMENTS

The Company leases administrative offices, accommodations and furniture at
several locations through 1998. Rent expense for the fiscal years ended December
31, 1995 and 1996 was $1,890,967 and $2,164,855, respectively. Minimum future
rental payments on long-term leases at December 31, 1996 are as follows:

<TABLE>
<CAPTION>
OPERATING LEASES
----------------
<S> <C>
1997................................................ $709,278
1998................................................ 65,825
--------
Total..................................... $775,103
========
</TABLE>

F-61
<PAGE> 111

TEMPORARY HOUSING EXPERTS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. PENSION PLAN

Eligible employees of the Company participate in a profit sharing plan
sponsored by the Company. This defined contribution plan was effective on
January 1, 1995 and provides that the Company will match participant
contributions within specific limitations. The Company's contributions to the
plan amounted to approximately $28,000 in 1995. There was no contribution to the
plan in 1996.

8. CONTINGENCIES

9. SALE OF COMPANY

Effective on January 2, 1997, the Company was acquired, through a stock for
stock merger, by BridgeStreet Accommodations, Inc. The stockholders of the
Company received 391,408 shares of BridgeStreet Accommodations, Inc.'s common
stock in exchange for all of the outstanding common stock of the Company.

F-62
<PAGE> 112

================================================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY
OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF
COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<S> <C>
Prospectus Summary......................... 3
Risk Factors............................... 8
Combination................................ 13
Use of Proceeds............................ 14
Dividend Policy............................ 14
Capitalization............................. 15
Dilution................................... 16
Selected Financial and Other Data.......... 17
Selected Individual Founding Company
Financial and Other Data................. 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 20
Business................................... 26
Management................................. 35
Principal and Selling Stockholders......... 40
Certain Transactions....................... 41
Description of Capital Stock............... 43
Shares Eligible for Future Sale............ 45
Underwriting............................... 46
Legal Matters.............................. 48
Experts.................................... 48
Additional Information..................... 48
Index to Financial Statements.............. F-1
</TABLE>

------------------------

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
================================================================================

================================================================================

BRIDGESTREET
ACCOMMODATIONS,
INC.

COMMON STOCK

------------------------
PROSPECTUS
------------------------

LEGG MASON WOOD WALKER

INCORPORATED

------------------------
, 1997

================================================================================
<PAGE> 113

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimated
except the Securities and Exchange Commission registration fee.

<TABLE>
<S> <C>
SEC registration fee..................................................... $ 10,910
NASD filing fee.......................................................... 3,536
Blue Sky fees and expenses............................................... 5,000
Nasdaq listing fee....................................................... 37,313
Printing and engraving expenses.......................................... 150,000
Legal fees and expenses.................................................. 750,000
Accounting fees and expenses............................................. 750,000
Transfer agent and registrar fees........................................ 4,000
Premium for directors' and officers' insurance........................... 80,000
Miscellaneous............................................................ 369,241
----------
Total.......................................................... $2,160,000
=========
</TABLE>

ABP will bear all of the foregoing fees and expenses, and the Company will
reimburse ABP for such fees and expenses out of the proceeds of this offering.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company is a Delaware corporation. Reference is made to Section 145 of
the DGCL, as amended, which provides that a corporation may indemnify any person
who was or is a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite an adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper. The
Company's Certificate of Incorporation further provides that the Company shall
indemnify its directors and officers to the full extent permitted by the law of
the State of Delaware.

The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the

II-1
<PAGE> 114

extent that exculpation from liability is not permitted under the DGCL as in
effect at the time such liability is determined.

The Certificate of Incorporation also provides that each person who was or
is made a party to, or is involved in, any action, suit, proceeding or claim by
reason of the fact that he or she is or was a director, officer or employee of
the Registrant (or is or was serving at the request of the Registrant as a
director, officer, trustee employee or agent of any other enterprise including
service with respect to employee benefit plans) shall be indemnified and held
harmless by the Registrant, to the full extent permitted by Delaware law, as in
effect from time to time, against all expenses (including attorneys' fees and
expenses), judgments, fines, penalties and amounts to be paid in settlement
incurred by such person in connection with the investigation, preparation to
defend or defense of such action, suit, proceeding or claim.

The rights to indemnification and the payment of expenses provided by the
Certificate of Incorporation do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit of
such provisions. Any person seeking indemnification under the Certificate of
Incorporation shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established. Any repeal or
modification of such indemnification provisions shall not adversely affect any
right or protection of a director or officer with respect to any conduct of such
director or officer occurring prior to such repeal or modification.

The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In connection with the Combination, in January and March 1997, the Company
issued to the stockholders of the Founding Companies an aggregate of 4,301,000
shares of Common Stock in exchange for all of the issued and outstanding stock
of such companies.

Prior to the Combination, in August 1996, the Company issued to the
promoters of the Company an aggregate of 2,000 shares of Common Stock at a
purchase price of $1.00 per share. In August and November 1996, the Company
issued 150 and 350 shares of restricted Common Stock, respectively, at a
purchase price of $1.00 per share, to two individuals upon their agreement to
become executive officers of the Company in January 1997. The restrictions since
have lapsed. In November 1996, the Company issued 66 shares of Common Stock to a
consultant at a purchase price of $1.00 per share. A 499-for-1 stock dividend
(the "Stock Dividend") was declared by the Company with respect to all shares of
Common Stock that were outstanding as of November 28, 1996.

All such issuances of Common Stock (other than the Stock Dividend) have
been made in reliance upon the exemption from registration afforded by Section
4(2) under the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS

(a) EXHIBITS. Unless otherwise indicated, the following exhibits will be
filed by amendment to this Registration Statement.

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
- ------- ------------------------------------------------------------------------- ----------
<C> <S> <C>
1 Form of Underwriting Agreement...........................................
*3.1 Certificate of Incorporation of the Company..............................
3.2 By-laws of the Company...................................................
4.1 Specimen Stock Certificate...............................................
5 Opinion of Nutter, McClennen & Fish, LLP.................................
*10.1 Agreement and Plan of Merger dated as of December 30, 1996 by and among
BridgeStreet International Inc., EIP Acquisition Corp., Exclusive Interim
Properties, Ltd. and Melanie R. Sabelhaus................................
</TABLE>

II-2
<PAGE> 115

SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
- ------- ------------------------------------------------------------------------- ----------
<C> <S> <C>
*10.2 Agreement and Plan of Merger dated as of December 30, 1996 by and among
BridgeStreet International Inc., THEI Acquisition Corp., Temporary
Housing Experts, Inc., Connie F. O'Briant and Thomas W. O'Briant.........
*10.3 Agreement and Plan of Merger dated as of December 30, 1996 by and among
BridgeStreet International Inc., TCHI Acquisition Corp., Temporary
Corporate Housing Columbus, Inc., Temporary Corporate Housing Cleveland,
Inc., Temporary Corporate Housing Cincinnati, Inc., Temporary Corporate
Housing Pittsburgh, Inc., SLD Partnership, Lynda Clutchey, David Clutchey
III, Beth Holzer and David Holzer........................................
*10.4 Agreement and Plan of Merger dated as of December 30, 1996 by and among
BridgeStreet International Inc., CL Acquisition Corp., Corporate
Lodgings, Inc., Corporate Lodgings of Kentucky, Inc., Corporate Lodgings
of Minnesota, Inc., Corporate Lodgings of Pennsylvania, Inc., Corporate
Lodgings of Wisconsin, Inc. and Rocco A. Di Lillo........................
*10.5 Agreement and Plan of Merger dated as of March 31, 1997 by and among
BridgeStreet International Inc., HAI Acquisition Corp., Home Again, Inc.,
Home Again Amenities, Inc., Home Again Corporate Housing, Inc. and Sandra
A. Brown.................................................................
10.6 1997 Equity Incentive Plan...............................................
10.7 Stock Plan for Non-Employee Directors....................................
*10.8 Employment Agreement dated December 30, 1996, between CL Acquisition
Corp. and Rocco A. Di Lillo..............................................
*10.9 Employment Agreement dated December 30, 1996, between EIP Acquisition
Corp. and Melanie R. Sabelhaus...........................................
*10.10 Employment Agreement dated December 30, 1996 between THEI Acquisition
Corp. and Connie F. O'Briant.............................................
*10.11 Employment Agreement dated December 30, 1996, between TCHI Acquisition
Corp. and Lynda Clutchey.................................................
10.12 Employment Agreement dated as of January 2, 1997, between BridgeStreet
International Inc. and Mark D. Gagne.....................................
10.13 Employment Agreement dated as of March 31, 1997, between BridgeStreet
International Inc. and William N. Hulett, III............................
*10.14 Revolving Credit Agreement. Dated as of March 31, 1997 between
BridgeStreet International Inc., as Borrower, and Fleet National Bank and
the Other Lending Institutions listed on Schedule 1 thereto and Fleet
National Bank as Agent...................................................
*10.15 Revolving Credit Note for the principal balance of $10,000,000, dated
March 31, 1997...........................................................
10.16 Rental Agreement between Saturn Enterprises Inc. and Temporary Corporate
Housing Inc. dated December 28, 1995.....................................
10.17 Exclusive Lease Agreement between Integrity Furniture, Inc. and Temporary
Corporate Housing Pittsburgh, Inc. dated September 12, 1995..............
*21 Subsidiaries of the Registrant...........................................
+23.1 Consent of Arthur Andersen, LLP..........................................
+23.2 Consent of Arthur Andersen, LLP..........................................
23.3 Consent of Nutter, McClennen & Fish, LLP (contained in Exhibit 5)........
*24 Power of Attorney (contained in the signature page to this Registration
Statement)...............................................................
*27 Financial Data Schedule..................................................
</TABLE>

- ---------------

* Previously filed.

+ Filed herewith.

II-3
<PAGE> 116

(b) FINANCIAL STATEMENT SCHEDULES

The following Financial Statement Schedule is filed herewith as part of
this Registration Statement:

Schedule II -- Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A under the
Securities Act and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement as of the
time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 117

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston, the
Commonwealth of Massachusetts, on the 18th day of June 1997.

BRIDGESTREET ACCOMMODATIONS, INC.

By: /s/ MARK D. GAGNE

-----------------------------------

Mark D. Gagne

Chief Financial Officer and

Principal Accounting Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- -------------------------------- ---------------
<C> <S> <C>
/s/ WILLIAM N. HULETT, III* President, Chief Executive June 18, 1997
- --------------------------------------------- Officer and Director
William N. Hulett, III

/s/ MARK D. GAGNE Chief Financial Officer and June 18, 1997
- --------------------------------------------- Principal Accounting Officer
Mark D. Gagne

/s/ PAUL M. VERROCHI* Chairman of the Board June 18, 1997
- ---------------------------------------------
Paul M. Verrochi

/s/ ROCCO A. DI LILLO* Vice President, Chief Operating June 18, 1997
- --------------------------------------------- Officer and Director
Rocco A. Di Lillo

/s/ LYNDA D. CLUTCHEY* Director June 18, 1997
- ---------------------------------------------
Lynda D. Clutchey

/s/ CONNIE F. O'BRIANT* Director June 18, 1997
- ---------------------------------------------
Connie F. O'Briant

/s/ MELANIE R. SABELHAUS* Director June 18, 1997
- ---------------------------------------------
Melanie R. Sabelhaus
</TABLE>

*By: /s/ MARK D. GAGNE

--------------------------------

Mark D. Gagne

Attorney-in-Fact

Powers of Attorney have been filed with this Registration Statement

II-5
<PAGE> 118

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of BridgeStreet Accommodations, Inc.

We have audited, in accordance with generally accepted auditing standards,
the combined financial statements of Temporary Corporate Housing Columbus, Inc.
included in BridgeStreet Accommodations, Inc.'s Form S-1 and have issued our
report thereon dated February 28, 1997. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. Temporary Corporate
Housing Columbus, Inc.'s Schedule of Valuation and Qualifying Accounts, included
in Schedule II on page S-2, is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic combined financial statements.
This schedule has been subjected to the auditing procedures applied in the
audits of the basic combined financial statements and, in our opinion, fairly
states in all material respects the combined financial data required to be set
forth therein in relation to the basic combined financial statements taken as a
whole.

Arthur Andersen LLP

Boston, Massachusetts
February 28, 1997

S-1
<PAGE> 119

SCHEDULE II

TEMPORARY CORPORATE HOUSING COLUMBUS, INC.

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
PROVISION
BALANCE AT CHARGED ACCOUNTS BALANCE
BEGINNING TO ACCOUNTS WRITTEN AT END
OF YEAR EXPENSE RECOVERED OFF OF YEAR
---------- --------- --------- -------- -------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1996
Allowance for Doubtful Accounts....... $ -- $ 45,000 $ -- $ -- $45,000

Year Ended December 31, 1995
Allowance for Doubtful Accounts....... $ -- $ -- $ -- $ -- $ --
Year Ended December 31, 1994
Allowance for Doubtful Accounts....... $ -- $ -- $ -- $ -- $ --
</TABLE>

S-2
<PAGE> 120

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
- ------ ------------------------------------------------------------------------- ----------
<C> <S> <C>
1 Form of Underwriting Agreement...........................................
*3.1 Certificate of Incorporation of the Company..............................
3.2 By-laws of the Company...................................................
4.1 Specimen Stock Certificate...............................................
5 Opinion of Nutter, McClennen & Fish, LLP.................................
*10.1 Agreement and Plan of Merger dated as of December 30, 1996 by and among
BridgeStreet International Inc., EIP Acquisition Corp., Exclusive Interim
Properties, Ltd. and Melanie R. Sabelhaus................................
*10.2 Agreement and Plan of Merger dated as of December 30, 1996 by and among
BridgeStreet International Inc., THEI Acquisition Corp., Temporary
Housing Experts, Inc., Connie F. O'Briant and Thomas W. O'Briant.........
*10.3 Agreement and Plan of Merger dated as of December 30, 1996 by and among
BridgeStreet International Inc., TCHI Acquisition Corp., Temporary
Corporate Housing Columbus, Inc., Temporary Corporate Housing Cleveland,
Inc., Temporary Corporate Housing Cincinnati, Inc., Temporary Corporate
Housing Pittsburgh, Inc., SLD Partnership, Lynda Clutchey, David Clutchey
III, Beth Holzer and David Holzer........................................
*10.4 Agreement and Plan of Merger dated as of December 30, 1996 by and among
BridgeStreet International Inc., CL Acquisition Corp., Corporate
Lodgings, Inc., Corporate Lodgings of Kentucky, Inc., Corporate Lodgings
of Minnesota, Inc., Corporate Lodgings of Pennsylvania, Inc., Corporate
Lodgings of Wisconsin, Inc. and Rocco A. Di Lillo........................
*10.5 Agreement and Plan of Merger dated as of March 31, 1997 by and among
BridgeStreet International Inc., HAI Acquisition Corp., Home Again, Inc.,
Home Again Amenities, Inc., Home Again Corporate Housing, Inc. and Sandra
A. Brown.................................................................
10.6 1997 Equity Incentive Plan...............................................
10.7 Stock Plan for Non-Employee Directors....................................
*10.8 Employment Agreement dated December 30, 1996, between CL Acquisition
Corp. and Rocco A. Di Lillo..............................................
*10.9 Employment Agreement dated December 30, 1996, between EIP Acquisition
Corp. and Melanie R. Sabelhaus...........................................
*10.10 Employment Agreement dated December 30, 1996 between THEI Acquisition
Corp. and Connie F. O'Briant.............................................
*10.11 Employment Agreement dated December 30, 1996, between TCHI Acquisition
Corp. and Lynda Clutchey
10.12 Employment Agreement dated as of January 2, 1997, between BridgeStreet
International Inc. and Mark D. Gagne.....................................
10.13 Employment Agreement dated as of March 31, 1997, between BridgeStreet
International Inc. and William N. Hulett, III............................
*10.14 Revolving Credit Agreement. Dated as of March 31, 1997 between
BridgeStreet International Inc., as Borrower, and Fleet National Bank and
the Other Lending Institutions listed on Schedule 1 thereto and Fleet
National Bank as Agent...................................................
*10.15 Revolving Credit Note for the principal balance of $10,000,000, dated
March 31, 1997...........................................................
10.16 Rental Agreement between Saturn Enterprises Inc. and Temporary Corporate
Housing Inc. dated December 28, 1995.....................................
10.17 Exclusive Lease Agreement between Integrity Furniture, Inc. and Temporary
Corporate Housing Pittsburgh, Inc. dated September 12, 1995..............
</TABLE>
<PAGE> 121

- ---------------

* Previously filed.

+ Filed herewith.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

To BridgeStreet Accommodations, Inc.

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) for BridgeStreet Accommodations,
Inc. dated April 10, 1997, for Temporary Corporate Housing Columbus, Inc. dated
February 28, 1997, for Corporate Lodgings, Inc. dated February 28, 1997, for
Exclusive Interim Properties, Ltd. dated March 11, 1997, and for Home Again,
Inc. dated March 21, 1997, included in or made part of this registration
statement.

/S/ ARTHUR ANDERSEN LLP

Boston, Massachusetts

June 16, 1997

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To BridgeStreet Accommodations, Inc.

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) for Temporary Housing Experts, Inc.,
dated March 21, 1997, included in or made part of this registration statement.

/S/ ARTHUR ANDERSEN LLP

Memphis, Tennessee

June 16, 1997