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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hudson Hotels Corporation
--------------------------------
(Name of Issuer)
Common Stock, par value $0.001
--------------------------------
(Title of Class of Securities)
443794102
--------------------------------
(CUSIP Number)
c/o Richard D. Scribner, Salomon Brothers Inc
Seven World Trade Center, New York, New York 10048 (212) 783-7400
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 27, 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.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- --------------------------- ------------------------
CUSIP No. 443794102 Page 2 of 8 Pages
- --------------------------- ------------------------
- ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers Holding Company Inc
13-3082695
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ----------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, 00
- ----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ X ]
- ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 379,657 shares
----------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
379,657 shares
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,657 shares
- ----------------------------------------------------------------------------
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, HC
- ----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- --------------------------- ------------------------
CUSIP No. 443794102 Page 3 of 8 Pages
- --------------------------- ------------------------
- ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Buza
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ----------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,000 shares
----------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
9,000 shares
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000 shares
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SEC 1746(12-91)
<PAGE>
Salomon Brothers Holding Company Inc ("SBHC") and John
P. Buza hereby amend SBHC's Statement on Schedule 13D relating to
the Common Stock, par value $0.001 per share, of Hudson Hotels
Corporation (the "Issuer") dated November 27, 1996 (the "Schedule
13D"), as set forth below. All terms defined in the Schedule 13D
have the same meanings in this Amendment No. 1.
Item 2. Identity and Background
(a-c, f) The first sentence of the first paragraph of
this item as set forth in the Schedule 13D is deleted and the
following is inserted in its place:
"This statement on Schedule 13D is being filed by
Salomon Brothers Holding Company Inc ("SBHC"), a corporation
organized under the laws of the State of Delaware, and by John P.
Buza, a Director of the Issuer."
The following is inserted after the third paragraph of
this item as set forth in the Schedule 13D:
"All of the Options described in Item 4 are directly
beneficially owned by John P. Buza, who is a Director of the
Issuer, a Vice President of SBMC, and a Director of SBI. Mr.Buza's
principal occupation, business address and citizenship are set
forth in Annex C hereto. By signing this statement on Schedule 13D,
each of SBHC and Mr. Buza agrees that such statement is filed on
its or his behalf."
(d-e) The following is inserted after the final
paragraph of the item as set forth in the Schedule 13D:
"During the last five years Mr. Buza has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws."
Item 4. Purpose of the Transaction
The second sentence of the fifth paragraph of this
item as set forth in the Schedule 13D is deleted and the
following is inserted in its place:
"Mr. Buza became a Director of the Issuer on November
27, 1996 following his appointment pursuant to the Amended
Agreement. On January 27, 1997, the Issuer notified Mr. Buza that
it was granting him, as a Director, options (the "Options") to
purchase 27,000 shares of Common Stock. Such grant gives Mr. Buza
the right to purchase 9,000 shares of Common Stock immediately, 9,000
additional shares on or after November 27, 1998, and another 9,000
shares on or after November 27, 1999. The terms of the grant are
Page 4 of 8
<PAGE>
set forth in a Stock Option Agreement dated as of November 27, 1996,
which is attached hereto as Exhibit 6. Each of SBMC, SBHC, and
Salomon Inc may be deemed to have an indirect beneficial ownership
interest in the Options."
Item 5. Interest in Securities of the Issuer.
(a-b) The following is inserted after the fourth
paragraph of this item as set forth in the Schedule 13D:
"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 9,000 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 midnight, Eastern Standard Time,
on February 6, 1997, 9,000 shares of Common Stock represented 0.2%
of the outstanding shares of Common Stock (based on 4,796,462 shares
of Common Stock outstanding, which is the sum of the 4,787,462
shares of Common Stock currently outstanding and the 9,000 shares
that might be delivered pursuant to the Stock Option Agreement).
SBMC and, because of their relationship to SBMC, each
of SBHC and Salomon Inc, may be deemed to have an indirect
beneficial ownership interest in the Options. As of midnight,
Eastern Standard Time, on February 6, 1997, SBMC may be deemed to
beneficially own the 9,000 shares of Common Stock that may be
purchased pursuant to the Options, which, together with the
370,657 shares of Common Stock acquired at the Closing, represent
379,657 shares of Common Stock. 379,657 shares of Common Stock
constitute approximately 7.9% of the outstanding shares of Common
Stock (based on 4,796,462 shares of Common Stock outstanding,
which is the sum of the 4,787,462 shares of Common Stock
currently outstanding and the 9,000 shares that might be
delivered pursuant to the Stock Option Agreement).
Except as described above, neither SBHC nor Mr. Buza,
nor, to the best knowledge of SBHC, any of Salomon Inc, SBMC, the
SBMC Subsidiaries or the persons listed in Annexes A, B, C, or D
hereto beneficially owned any Common Stock at midnight, Eastern
Standard Time, on February 6, 1997."
(c) The following paragraph is inserted after the
final paragraph of this item:
"Neither SBHC nor Mr. Buza, nor, to the best knowledge
of SBHC, any of Salomon Inc, SBMC, the SBMC Subsidiaries or the
persons listed in Annexes A, B, C, or D hereto made any purchases
or sales of Common Stock from December 7, 1996 through midnight,
Eastern Standard Time, on February 6, 1997."
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
This item as set forth in the Schedule 13D is deleted
and the following is inserted in its place:
Page 5 of 8
<PAGE>
"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, neither SBHC
nor Mr. Buza, nor, to the best knowledge of SBHC, any of Salomon
Inc, SBMC, the SBMC Subsidiaries or any of the persons listed in
Annexes A, B, C, or D 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 Schedule 13D:
"Exhibit 6. Stock Option Agreement, dated as of November 27,
1996, between the Issuer and John P. Buza."
ANNEX C. EXECUTIVE OFFICERS AND DIRECTORS OF SB MOTEL CORP.
In the column of Annex C to the Schedule 13D entitled
"Principal Occupation and Business Address", the words "Vice
President", appearing directly across from "John P. Buza", are
deleted and the following is inserted in their place:
"Director"
ANNEX D. EXECUTIVE OFFICERS AND DIRECTORS OF EACH OF THE SBMC
SUBSIDIARIES
In the column of Annex D to the Schedule 13D entitled
"Principal Occupation and Business Address", the words "Vice
President", appearing directly across from "John P. Buza", are
deleted and the following is inserted in their place:
"Director"
Page 6 of 8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February 7, 1997
SALOMON BROTHERS HOLDING COMPANY INC
By /s/ Matthew Levitan
--------------------------------
Name: Matthew Levitan
Title: Managing Director
Page 7 of 8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February 7, 1997
/s/ John P. Buza
--------------------------------
John P. Buza
Page 8 of 8
<PAGE>
EXHIBIT 6
HUDSON HOTELS CORPORATION
1993 NONSTATUTORY DIRECTOR STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made and entered into as of the 27
day of November, 1996, by and between HUDSON HOTELS CORPORATION,
a New York corporation having its executive offices at One
Airport Way, Suite 200, Rochester International Airport,
Rochester, New York 14624 (herein referred to as the "Company"),
and John P. Buza, (herein referred to as the "Optionee").
WITNESSETH:
1. Grant of Option. The Company hereby grants to the
Optionee an option to purchase an aggregate of 27,000 shares of
the voting common stock of the Company (herein referred to as the
"Shares") at a price of $6.375 per share, which is the fair
market value of the stock on the day that this option is was
authorized by the Compensation Committee. The option shall expire
on the tenth anniversary of the date first written above. This
option is granted under the HUDSON HOTELS CORPORATION 1993
Nonstatutory Director Stock Option Plan (hereinafter referred to
as the "Plan").
2. Vesting Schedule. This option may be exercised
at any time or from time to time as to all or any part of the
Shares then available for exercise. The Shares shall become
available for exercise as follows:
One-third (1/3) of the Shares shall become
available for exercise immediately;
One-third (1/3) of the Shares shall become
available for exercise on the 1st
anniversary of the option date;
One-third (1/3) of the Shares shall become
available for exercise on the 2nd anniversary
of the option date.
3. Manner of Exercise. In order for this option to be
exercised, in whole or in part, the Optionee shall give written
notice to the Company at its principal office, specify the number
of Shares to be purchased and the purchase price being paid, and
accompany such notice with payment in full of the option price,
and the withholding tax, if any, as determined by the Company
under paragraph 12 hereof, by cash, certified check or a bank
check payable to the order of the Company. Alternatively, the
Optionee may pay for the Shares, in whole or in part, by the
delivery of Shares already owned by the Optionee which will be
accepted in exchange for their value on the date of exercise.
Certificates representing the Shares purchased by the Optionee
shall be issued as soon as practicable after the Optionee has
complied with the terms of this Section 3.
<PAGE>
4. Death of Optionee. In the event that the Optionee shall die
prior to the complete exercise of this option, the vested portion
of any remaining option grant may be exercised in whole or in
part within ninety (90) days after the date of the Optionee's
death and then only: (i) by the Optionee's estate or by or on
behalf of such person or persons to whom the Optionee's rights
pass under the Optionee's Will or the laws of descent and
distribution; and (ii) prior to the expiration of the term of the
option.
5. Disability. In the event that the Optionee shall
become permanently and totally disabled (within the meaning of
Section 22(e)(3) of the Internal Revenue Code) while an employee
of the Company and prior to the complete exercise of this option,
the vested portion of any remaining option grant may be exercised
in whole or in part within six (6) months following the date the
Optionee is determined to have become permanently and totally
disabled.
6. Termination of Qualifying Status. The Optionee
shall have the right to exercise the vested portion of this
Option only while he is a director of the Company, and for a
period of ninety (90) days following the termination of his
relationship for reasons other than fraud, dishonesty, or
disloyalty to the Company. For the purposes of this Section, a
relationship with the Company shall be deemed to continue during
the period when the Optionee is on military duty, sick leave, or
other bona fide leave of absence if the period of such leave does
not exceed ninety (90) days, or, if longer, so long as a statute
or contract guarantees the Optionee's right to reemployment with
the Company. When the period of leave exceeds ninety (90) days
and the Optionee's right to re-employment is not guaranteed
either by statute or contract, the relationship will be deemed to
have terminated on the ninety-first (91) day of such leave.
7. Compliance With Securities Laws. The written notice
by which Optionee shall exercise this option shall contain
representations on behalf of the Optionee that the Optionee
acknowledges that the Company is selling or distributing Shares
to the Optionee under a claim of exemption from registration
under the Securities Act of 1933, as amended, (hereinafter
referred to as the "Act"), as a transaction not involving any
public offering; that the Optionee represents and warrants that
the Optionee is acquiring such Shares with a view to investment
and not with a view to distribution or resale; and that the
Optionee agrees not to make any sale or other distribution or
disposition of such Shares unless (i) a registration statement
with respect to such Shares shall be effective under the Act,
together with proof satisfactory to the Company that there has
been compliance with applicable state law, or (ii) the Company
shall have received an opinion of counsel satisfactory to it that
no violation of the Act or applicable state law will be involved
in such transfer. The Company shall include on any certificate
for Shares issued under the Plan such legend restricting the
transfer thereof as it may deem appropriate to comply with any
requirement established by law or by the rule of any stock
exchange. At least six (6) months must elapse from the date of
acquisition of each option to the date of disposition of the
option (other than upon exercise or conversion) or of the Shares
acquired through exercise of the option.
8. Adjustment to Number of Shares. The number and
kind of Shares subject to this option and the option price shall be
proportionately adjusted by the Compensation Committee of the Board
for any increase, decrease, or change in the total outstanding
common voting stock of the Company resulting from a stock
dividend, recapitalization, merger, consolidation, split-up,
<PAGE>
combination, exchange of Shares or similar transaction (but not by
reason of the issuance or purchase of common voting stock by the
Company in consideration for money, services or property or by
reason of the conversion of convertible stock to common voting
stock).
9. Rights as Shareholder. The Optionee shall have no
rights as a Shareholder with respect to the Shares purchased by
the Optionee pursuant to an exercise of this option until the
date of the written exercise of the option from Optionee to the
Company. No adjustment shall be made for dividends or for
distributions of any other kind with respect to Shares for which
the record date is prior to the date of the written exercise of
the option from Optionee to the Company.
10. Non-Assignability. This option shall be
exercisable during Optionee's lifetime only by the Optionee, and
shall not be assignable or transferable by the Optionee, whether
voluntarily or by operation of law, except as provided in Section
4 of this Agreement. Any attempt to assign or transfer this
option, except as provided in Section 4, shall be void.
11. Dissolution, Merger or Reorganization of Company.
In the event of: (1) a dissolution or liquidation of the Company;
(2) a merger or consolidation in which the Company is not the
surviving corporation; or (3) other capital reorganization in
which more than fifty percent (50%) of the shares of the Company
entitled to vote are exchanged, any outstanding options hereunder
shall terminate except: (i) when another corporation shall assume
such options or substitute new options therefore; and (ii) the
Compensation Committee of the Board shall have the discretion and
power in any such event to determine, and to make effective
provisions therefore, that Optionee may exercise this option for
such number of shares, not exceeding the total number specified
by the option, as the Compensation Committee may determine and/or
that any outstanding options shall continue in full force and
effect.
12. Tax Withholding. The Company shall have the right
to deduct or otherwise effect a withholding of any amount
required by federal or state laws to be withheld with respect to
the grant, exercise, or surrender of any option, or the sale of
Shares acquired upon the exercise of an option, in order for the
Company to obtain a tax deduction otherwise available as a
consequence of such grant, exercise, surrender or sale, as the
case may be. Under appropriate circumstances, such right shall
include the right to receive payment from the Optionee of the
required withholding amount.
13. Stock Option Plan. All the terms and provisions
of the Plan, a copy of which is attached hereto, are hereby
expressly incorporated into this Agreement and made a part
hereof as if printed herein.
14. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
New York.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed on its behalf by its duly authorized officer, and the
Optionee has hereunto set his hand, the day and year written
above.
HUDSON HOTELS CORPORATION
By:
----------------------------------
Title:
----------------------------------
John. P. Buza
<PAGE>
