r<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)*
Hudson Hotels Corporation
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
443794102
(CUSIP Number)
Stephanie B. Mudick
Deputy General Counsel
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-8000
(Name, address and telephone number of person
authorized to receive notices and communications)
November 28, 1997
(Date of event which requires filing of this statement)
______________________
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
________________________
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 19
<PAGE>
CUSIP No. 443794102 13D Page 2 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SB Motel Corp., 13-3742249
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 388,657
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 388,657
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 388,657
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 443794102 13D Page 3 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Brothers Holding Company Inc, 13-3082695
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 388,657
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 388,657
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 388,657
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 443794102 13D Page 4 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Smith Barney Holdings Inc., 22-1660266
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 407,557
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 407,557
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 407,557
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 443794102 13D Page 5 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Travelers Group Inc., 52-1568099
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 407,557
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 407,557
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 407,557
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 443794102 13D Page 6 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John P. Buza
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION USA
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 18,000
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 18,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 18,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Travelers Group Inc., certain of its subsidiaries and John P. Buza hereby
amend the Statement on Schedule 13D of Salomon Brothers Holding Company Inc
and Mr. Buza relating to the Common Stock, $0.001 par value (the "Common
Stock"), of Hudson Hotels Corporation, a New York corporation (the "Issuer"),
dated November 27, 1996 (the "Schedule 13D"), as amended by Amendment No. 1
to the Schedule 13D, dated February 7, 1997 ("Amendment No. 1"). All
references herein to the Amended Schedule 13D shall be to the Schedule 13D as
amended by Amendment No. 1. All terms defined in the Amended Schedule 13D
have the same meanings in this Amendment No. 2.
Item 2. Identity and Background.
(a), (b), (c) and (f) This item as set forth in the Amended Schedule 13D
is deleted and the following is inserted in its place:
"This Statement on Schedule 13D is being filed by SB Motel Corp., a
Delaware corporation ("SBMC"), Salomon Brothers Holding Company Inc, a Delaware
corporation ("SBHC"), Salomon Smith Barney Holdings Inc. (formerly Salomon Inc),
a Delaware corporation ("SSB Holdings"), Travelers Group Inc., a Delaware
corporation ("TRV"), and John P. Buza, a director of the Issuer. All of the
Common Stock reported herein, other than the Common Stock underlying the Options
described in Item 4 and the Common Stock held in accounts managed by
subsidiaries of SSB Holdings, is directly beneficially owned by SBMC. As
described in Item 4, beneficial ownership of the Common Stock reported herein
was originally acquired jointly by twelve wholly owned subsidiaries of SBMC
(collectively, the "SBMC Subsidiaries"), each of which is a corporation
organized under the laws of the State of Delaware. SBMC is a wholly owned
subsidiary of SBHC, which is a wholly owned subsidiary of SSB Holdings. SSB
Holdings is a wholly owned subsidiary of TRV. The principal executive offices
of SBMC, SBHC, SSB Holdings and TRV are located, and the principal business of
each are conducted, at 388 Greenwich Street, New York, New York 10013.
The principal business of SBMC is the ownership of all the outstanding
shares of common stock of each of the SBMC Subsidiaries and the ownership of
other subsidiaries that own hotel properties. The principal business of SBHC
is the ownership of all the outstanding shares of common stock of Salomon
Brothers Inc, a registered broker-dealer ("SBI"). The principal business of
SSB Holdings is the ownership of subsidiaries in the investment and asset
management services and commodities businesses, including SBI, Smith Barney
Inc. (a registered broker-dealer), SBHC and Phibro Inc. (which is engaged in
commodities trading). TRV is a diversified financial services company
engaged, through its subsidiaries, in investment and asset management
services, consumer finance services and life and property-casualty insurance
services.
The names, citizenship, business addresses and principal occupations or
employments of each of the executive officers and directors of TRV and SBMC are
set forth in Annexes A and B hereto, respectively, which are incorporated herein
by reference.
Page 7 of 19 Pages
<PAGE>
All of the Options described in Item 4 are directly beneficially owned by
John P. Buza, who is a director of the Issuer and a Vice President of SBMC.
Mr. Buza's principal occupation, business address and citizenship are set
forth in Annex B hereto."
(d) and (e) The second to last paragraph of this item as set forth in
the Amended Schedule 13D is deleted and the following is inserted in its place:
"On July 17, 1996, the Department of Justice filed a civil complaint in
the Southern District of New York alleging that SBI, Smith Barney Inc. and 22
other broker/dealers, as well as unnamed co-conspirators, violated section 1
of the Sherman Act in conjunction with the trading of Nasdaq securities. A
proposed settlement with all 24 defendants was filed concurrently. The
proposed settlement did not contain any admission of liability; it also did
not include any fine, penalty or injunction. Under the proposed settlement,
the defendants agreed, among other things, to institute specified antitrust
compliance procedures on their over-the-counter desks, with the court
retaining jurisdiction for enforcement of the settlement agreement, including
punishment by contempt. In April 1997, the U.S. District Court for the
Southern District of New York approved the settlement. In May 1997, the
plaintiffs in a related civil class action challenged certain provisions of
the settlement.
Except as set forth or incorporated by reference herein, during the last
five years, none of TRV, SSB Holdings, SBHC, SBMC or, to the best knowledge of
TRV, any of the persons listed in Annexes A or B hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
any material judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws."
Item 4. Purpose of Transaction.
The following is inserted after the final paragraph of the item as set
forth in the Amended Schedule 13D:
"Pursuant to an agreement and plan of merger, dated as of September 24,
1997, among TRV, Diamonds Acquisition Corp. ("DAC") and Salomon Inc, on
November 28, 1997, DAC merged with and into Salomon Inc. Following the merger,
Salomon Inc and Smith Barney Holdings Inc., a wholly owned subsidiary of TRV,
merged with Salomon Inc as the surviving corporation in the merger and
Salomon Inc changed its name to Salomon Smith Barney Holdings Inc. As a
result of the mergers, TRV beneficially owns, directly or indirectly, all
outstanding shares of SBMC, SBHC and SSB Holdings and accordingly, TRV may be
deemed to be the ultimate beneficial owner of all the shares of Common Stock
reported in this Amendment No. 2."
Page 8 of 19 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b) This item as set forth in the Amended Schedule 13D is
deleted and the following is inserted in its place:
"By reason of their relationship, TRV, SSB Holdings and SBHC may be deemed
to share voting and dispositive power with respect to shares of Common Stock
directly beneficially owned by SBMC. Similarly, TRV and SSB Holdings may be
deemed to have an indirect beneficial interest in the shares of Common Stock
held by accounts managed by subsidiaries of SSB Holdings.
In addition, through the grant by the Issuer to Mr. Buza of the Options on
January 27, 1997, Mr. Buza has the right to purchase 18,000 shares of Common
Stock and will receive the right to purchase additional shares in the future, as
more fully described in Item 4. As of November 28, 1997, 18,000 shares of
Common Stock represented 0.3% of Common Stock (based on 5,171,162 shares of
Common Stock outstanding, which is the sum of the 5,153,162 shares of Common
Stock outstanding as of October 16, 1997, as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997, and the 18,000
shares that might be issued upon the exercise of the Options).
SBMC and, because of their relationship to SBMC, each of SBHC, SSB
Holdings and TRV, may be deemed to have an indirect beneficial ownership
interest in the Options. As of November 28, 1997, SBMC and SBHC may be
deemed to beneficially own the 18,000 shares of Common Stock that may be
acquired upon the exercise of the Options, which, together with the 370,657
shares owned as of November 28, 1997, represent 388,657 shares of Common
Stock or 7.5% of the outstanding shares of Common Stock (based on 5,171,162
shares of Common Stock outstanding, which is the sum of the 5,153,162 shares
of Common Stock outstanding as of October 16, 1997, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997, and the 18,000 shares that might be issued upon the exercise of the
Options). As of November 28, 1997, SSB Holdings and TRV may be deemed to
beneficially own the 18,000 shares of Common Stock that may be acquired upon
the exercise of the Options, which, together with the 370,657 shares owned by
SBMC as of November 28, 1997 and the 18,900 shares held in accounts managed
by subsidiaries of SSB Holdings, represent 407,557 shares of Common Stock or
7.9% of the outstanding shares of Common Stock (based on 5,171,162 shares of
Common Stock outstanding, which is the sum of the 5,153,162 shares of Common
Stock outstanding as of October 16, 1997, as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, and
the 18,000 shares that might be issued upon the exercise of the Options).
Except as set forth or incorporated by reference herein, none of TRV, SSB
Holdings, SBHC, SBMC, Mr. Buza or, to the best knowledge of TRV, the persons
listed in Annexes A or B hereto beneficially owned any Common Stock on November
28, 1997."
(c) This item as set forth in the Amended Schedule 13D is deleted and the
following is inserted in its place:
Page 9 of 19 Pages
<PAGE>
"Except as set forth or incorporated by reference herein, none of TRV, SSB
Holdings, SBHC, SBMC, Mr. Buza or, to the best knowledge of TRV, the persons
listed in Annexes A or B hereto made any purchases or sales of Common Stock from
September 29, 1997 through November 28, 1997."
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
This item as set forth in the Amended Schedule 13D is deleted and the
following is inserted in its place:
"Other than (i) the provisions of the Amended Agreement described in Item 4
and (ii) the Issuer's grant to Mr. Buza of the Options, as described in Items 4
and 5, none of TRV, SSB Holdings, SBHC, SBMC, Mr. Buza or, to the best knowledge
of TRV, the persons listed in Annexes A or B hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to securities of the Issuer."
Item 7. Material To Be Filed As Exhibits.
The following is inserted after Exhibit 5 of this item as set forth in the
Amended Schedule 13D:
"Exhibit 6. Agreement among SBMC, SBHC, SSB Holdings, TRV
and John P. Buza as to joint filing of Schedule 13D."
Page 10 of 19 Pages
<PAGE>
ANNEXES
A. Executive Officers and Directors of Travelers Group Inc.
B. Executive Officers and Directors of SB Motel Corp.
Page 11 of 19 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 6, 1997
SB MOTEL CORP.
By: /s/ John P. Buza
Name: John P. Buza
Title: Vice President
SALOMON BROTHERS
HOLDING COMPANY INC
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON SMITH BARNEY
HOLDINGS INC.
By: /s/ Howard M. Darmstadter
Name: Howard M. Darmstadter
Title: Assistant Secretary
TRAVELERS GROUP INC.
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
/s/ John P. Buza
John P. Buza
Page 12 of 19 Pages
<PAGE>
December 1997
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
TRAVELERS GROUP INC.
Name, Title and Citizenship Principal Occupation and Business Address
C. Michael Armstrong Chairman & Chief Executive Officer
Director (USA) AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Judith Arron Executive Director
Director (USA) Carnegie Hall Corporation
8811 Seventh Avenue
New York, New York 10019
Kenneth J. Bialkin Partner
Director (USA) Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Edward H. Budd Retired Chairman
Director (USA) Travelers Insurance Companies
One Tower Square
Hartford, Connecticut 06183
Joseph A. Califano, Jr. Chairman & Chief Executive Officer
Director (USA) The Center on Addiction & Substance Abuse
at Columbia University
152 West 57th Street
New York, New York 10019
Douglas D. Danforth Executive Associates
Director (USA) One PPG Place
Suite 2210
Pittsburgh, Pennsylvania 15222
James Dimon President & Chief Operating Officer
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Page 13 of 19 Pages
<PAGE>
Leslie B. Disharoon Former Chairman, President & Chief Executive
Director (USA) Officer
Monumental Corporation
2 Chittenden Lane
Owings Mills, Maryland 21117
The Honorable Gerald R. Ford Former President of the United States
Director (USA) Post Office Box 927
Rancho Mirage, California 92270
Thomas W. Jones Vice Chairman
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Ann Dibble Jordan Consultant
Director (USA) Former Director of Social Services,
University of Chicago Medical Center
4610 Kenmore Drive, NW
Washington, DC 20007
Robert I. Lipp Vice Chairman
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Michael T. Masin Vice Chairman & President - International
Director (USA) GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Deryck C. Maughan Vice Chairman
Director (Great Britain) Travelers Group Inc.
388 Greenwich Street
York, New York 10013
Dudley C. Mecum Managing Director
Director (USA) Capricorn Management
30 East Elm Street
Greenwich, Connecticut 06830
Page 14 of 19 Pages
<PAGE>
Andrall E. Pearson Chairman & Chief Executive Officer
Director (USA) Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
Frank J. Tasco Retired Chairman
Director (USA) Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
Linda J. Wachner Chairman, President & Chief Executive Officer
Director (USA) Warnaco Group Inc.
90 Park Avenue
New York, New York 10016
Sanford I. Weill Chairman & Chief Executive Officer
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Joseph R. Wright, Jr. Chairman & Chief Executive Officer
Director (USA) AMTEC, Inc.
599 Lexington Avenue
New York, New York 10022-6030
Arthur Zankel Co-Managing Partner
Director (USA) First Manhattan Company
437 Madison Avenue
New York, New York 10022
Steven D. Black Vice Chairman & Chief Operating Officer
Executive Officer (USA) Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Michael A. Carpenter Executive Vice President
Executive Officer (USA) Travelers Group Inc.
One Tower Square
Hartford, Connecticut 06183
Charles J. Clarke Chairman & Chief Executive Officer -
Executive Officer (USA) Commercial Lines
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
Page 15 of 19 Pages
<PAGE>
Donald R. Cooper Chairman
Executive Officer (USA) Resource Deployment Inc.
307 West 7th Street
Fort Worth, Texas 76102
Peter M. Dawkins Chairman & Chief Executive Officer
Executive Officer (USA) Travelers Group Diversified Distribution
Services, Inc.
388 Greenwich Street
New York, New York 10013
Irwin Ettinger Executive Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jay S. Fishman Senior Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jeffrey B. Lane Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jon C. Madonna Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Marjorie Magner President & Chief Operating Officer
Executive Officer (USA) Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Heidi G. Miller Senior Vice President & Chief Financial
Executive Officer (USA) Officer
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Page 16 of 19 Pages
<PAGE>
Joseph J. Plumeri II Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Charles O. Prince, III Executive Vice President, General Counsel &
Executive Officer (USA) Secretary
Travelers Group Inc.
388 Greenwich
New York, New York 10013
Marc P. Weill Senior Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Robert B. Willumstad Chairman & Chief Executive Officer
Executive Officer (USA) Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Page 17 of 19 Pages
<PAGE>
December 1997
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS OF
SB MOTEL CORP.
Name, Title and Citizenship Principal Occupation and Business Address
John P. Buza Director
Vice President (USA) Salomon Brothers Inc
388 Greenwich Street
New York, New York 10013
David C. Fisher Managing Director
Treasurer (USA) Salomon Brothers Inc
8800 Hidden River Parkway
Tampa, Florida 33637
Matthew Levitan Managing Director
Secretary and Director (USA) Salomon Brothers Inc
388 Greenwich Street
New York, New York 10013
Deryck C. Maughan Vice Chairman
President and Director (Great Travelers Group Inc.
Britain) 388 Greenwich Street
New York, New York 10013
Saul M. Rosen Managing Director
Assistant Treasurer (USA) Salomon Brothers Inc
388 Greenwich Street
New York, New York 10013
Zachary Snow Managing Director
Director (USA) Salomon Brothers Inc
388 Greenwich Street
New York, New York 10013
Jaime H. Taicher Vice President
Assistant Secretary (USA) Salomon Brothers Inc
388 Greenwich Street
New York, New York 10013
Page 18 of 19 Pages
<PAGE>
Exhibit 99.6
Agreement as to Joint Filing of Schedule 13D
Each of the undersigned hereby affirms that it is individually
eligible to use Schedule 13D, and agrees that this Schedule 13D is filed on its
behalf.
Date: December 6, 1997
SB MOTEL CORP.
By: /s/ John P. Buza
Name: John P. Buza
Title: Vice President
SALOMON BROTHERS
HOLDING COMPANY INC
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON SMITH BARNEY
HOLDINGS INC.
By: /s/ Howard M. Darmstadter
Name: Howard M. Darmstadter
Title: Assistant Secretary
TRAVELERS GROUP INC.
By: /s/ Stephanie B. Mudick
Name: Stephanie B. Mudick
Title: Assistant Secretary
/s/ John P. Buza
John P. Buza
