UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
WASHINGTON, D.C. 20549 Expires: October 31, 1997
Extimated average burden
hours per response...14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
HUDSON HOTELS CORPORATION
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
595143 10 8
(CUSIP Number)
James A. Locke, Esq.
Nixon, Hargrave, Devans & Doyle llp
Box 1051 Clinton Square
Rochester, New York 14603
(716)263-1000
- -------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
On or about July 31, 1996
- --------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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 (Amendment No. 2)
CUSIP No. 595143 10 8 Page 2 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Sands
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 166,449 See Item 5 of this Schedule 13D (Amendment No. 2)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
166,449 See Item 5 of this Schedule 13D (Amendment No. 2)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,449 See Item 5 of this Schedule 13D (Amendment No. 2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
See Item 5 of this Schedule 13D (Amendment No. 2)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.5 % See Item 5 of this Schedule 13D (Amendment No. 2)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 3 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Sands
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 46,079 See Item 5 of this Schedule 13D (Amendment No. 2)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
46,079 See Item 5 of this Schedule 13D (Amendment No. 2)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,079 See Item 5 of this Schedule 13D (Amendment No. 2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
See Item 5 of this Schedule 13D (Amendment No. 2)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0 % See Item 5 of this Schedule 13D (Amendment No. 2)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 4 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CWC Partnership-I
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO See Item 3 of this Schedule 13D (Amendment No. 2)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 46,079 See Item 5 of this Schedule 13D (Amendment No. 2)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
46,079 See Item 5 of this Schedule 13D (Amendment No. 2)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,079 See Item 5 of this Schedule 13D (Amendment No. 2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
See Item 5 of this Schedule 13D (Amendment No. 2)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0 % See Item 5 of this Schedule 13D (Amendment No. 2)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 5 of 28 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (Amendment No. 2) relates to the common stock, par
value $.001 per share (the "Common Stock"), of Hudson Hotels Corporation, a
New York corporation, with its principal offices at One Airport Way, Suite
200, Rochester, New York 14624 (the "Company").
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D (Amendment No. 2) is being filed by Richard Sands,
Robert Sands and CWC Partnership-I ("CWC"). Richard Sands is the President
and Chief Executive Officer of Canandaigua Wine Company, Inc.
("Canandaigua"). Robert Sands is an Executive Vice President and General
Counsel of Canandaigua. Canandaigua's principal offices are located at 116
Buffalo Street, Canandaigua, New York 14424. CWC, a New York general
partnership, was organized shortly before Laurie Sands's death in 1995 for
the purpose of isolating and holding certain of her interests for estate-
planning purposes. Its principal offices are located at 303 North
Bloomfield Road, Canandaigua, New York 14424, and its general partners are
Richard Sands, Robert Sands and the Estate of Laurie Sands (the "Estate").
Prior to her death on March 9, 1995, Laurie Sands was a physician living
and practicing in Rochester, New York. Her Estate is currently being
administered by its Executors, Richard Sands, Robert Sands and Andrew
Stern, Laurie Sands's husband. Andrew Stern is a physician living and
practicing in Rochester, New York.
During the last five years, none of Richard Sands, Robert Sands,
Laurie Sands, Andrew Stern, CWC or the Estate (i) has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors),
and (ii) was or is subject to any 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, as a result of being a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction.
Each of Richard Sands, Robert Sands and Andrew Stern is a citizen of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since filing Schedule 13D (Amendment No. 1), Richard Sands, Robert
Sands and CWC have acquired additional shares of Common Stock of the
Company. The sources of the funds used in making the purchases of Common
Stock are as follows: Richard Sands acquired 16,369 shares of Common Stock
of the Company in consideration of his entire interest in Delray Beach
Hotel Properties Limited ("Delray Beach Properties"), which interest was
purchased from Richard Sands by Hudson Hotels Properties Corp. (the
"Company's Subsidiary") on or about July 31, 1996. Richard Sands, Robert
Sands and CWC, in the name of "L, R & R", acquired as tenants in common
32,738 shares of Common Stock of the Company in consideration of their
entire interest in Delray Beach Properties, which interest was purchased
from Richard Sands, Robert Sands and CWC by the Company's Subsidiary on or
about July 31, 1996.
CWC acquired Laurie Sands's entire interest in L, R & R (and hence
her 35,166 shares of Common Stock of the Company) shortly before her death in
1995 as part of her estate planning. The consideration for the interest
was a grant of a general partnership interest in CWC. Each of Richard and
Robert Sands acquired his .5% interest in CWC in consideration for $505 and
a .505% interest in L, R & R, in M, L, R & R and in L, R, R & M, L.L.C.
The Estate succeeded to Laurie Sands's interest in CWC by operation of law.
<PAGE>
SCHEDULE 13D ( Amendment No. 2)
CUSIP No. 595143 10 8 Page 6 of 28 Pages
ITEM 4. PURPOSE OF THE TRANSACTION.
The sole reason for acquiring the Common Stock was for investment
purposes. Richard Sands, Robert Sands, CWC and/or the Estate may, for
investment purposes, make additional purchases of Common Stock of the
Company in the future. None of Richard Sands, Robert Sands CWC and the
Estate has any intention of making any material changes in the Company's
business, corporate structure, management, policies or governing documents.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
In response to this Item 5, rows 7 through 11 inclusive and row 13 of
the cover pages of this Schedule 13D (Amendment No. 2) are incorporated
herein by reference. (The information in such rows 7 through 11 and row 13,
and the information in this Item 5, is through the date of execution of
this Schedule 13D (Amendment No. 2)).
The percentages of ownership set forth in this Schedule 13D
(Amendment No. 2) are based upon the Company's outstanding Common Stock
as of March 3, 1997 as reported in the Company's Form 10-K as filed on
March 31, 1997.
An aggregate 138,238 shares of Common Stock of the Company are
beneficially owned by Richard Sands, Robert Sands and CWC as tenants in
common. Such shares are held of record in the name of L, R & R. Under the
name of L, R & R, Richard Sands, Robert Sands and CWC act together for the
purpose of acquiring, holding and disposing of securities of the Company.
By virtue of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, and the understandings they have with respect to L, R & R, Richard
Sands, Robert Sands and CWC are a group (the "Group") and, as such, the
Group is deemed to have beneficial ownership of all securities of the
Company beneficially owned by the members of the Group. The members of.the
Group beneficially own an aggregate 258,607 shares of Common Stock of the
Company or 5.4% of the outstanding Common Stock of the Company as of
December 12, 1996.
Each of Richard Sands, Robert Sands and CWC disclaims beneficial
ownership of two-thirds of the number of shares of Common Stock held in the
name of L, R & R (i.e., 92,159 shares of Common Stock). These 92,159
shares of Common Stock have been excluded from row 11 and have not been
included in calculating the percentage in row 13 on the cover pages of this
Schedule 13D (Amendment No. 2) for Richard Sands, Robert Sands and CWC. If
the 92,159 shares had been included in the calculation for the percentage
in row 13, then the percentage would be 5.4% for Richard Sands and 2.9% for
each of Robert Sands and CWC. Further, Richard Sands disclaims beneficial
ownership of 247,433 shares of Common Stock of the Company and 247,467
shares of one-for-one Convertible Preferred Stock of the Company held by
The Chase Manhattan Bank as trustee for the benefit of his wife and her
children. These 494,900 shares have been excluded from row 11 and have not
been included in calculating the percentage in row 13 on the cover page of
this Schedule 13D (Amendment No. 2) for Richard Sands. If the Convertible
Preferred Stock had been converted into Common Stock of the Company, and if
the resulting 494,900 shares of Common Stock of the Company had been
included in the calculations for the percentage in row 13, then the
percentage in row 13 would be 13.8% for Richard Sands. Further, Richard
Sands disclaims beneficial ownership of 40,140 shares of Common Stock of
the Company and 47,256 shares of one-for-one Convertible Preferred Stock of
the Company held by The Chase Manhattan Bank as trustee for the benefit of
his wife's children. These 87,396 shares have been excluded from row 11
and have not been included in calculating the percentage in row 13 on the
cover page of this Schedule 13D (Amendment No. 2) for Richard Sands. If
the Convertible Preferred Stock had been converted into Common Stock of the
Company, and if the resulting 87,396 shares of Common Stock of the Company
had been included in the calculations for the percentage in row 13, then
the percentage in row 13 would be 5.3% for Richard Sands. Further, each of
Robert Sands and CWC disclaims beneficial ownership of 120,369 shares of
Common
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 7 of 28 Pages
Stock of the Company beneficially owned by Richard Sands, which
shares are not held in the name of L, R & R. These 120,369 shares of
Common Stock have been excluded from row 11 and have not been included in
calculating the percentage in row 13 on the cover pages of this Schedule
13D (Amendment No. 2) for Robert Sands and CWC. If the 120,369 shares had
been included in the calculations for the percentage in row 13, then the
percentage in row 13 would be 3.5% for each of Robert Sands and CWC. Each
of Richard Sands, Robert Sands and CWC declares that the filing of this
Schedule 13D (Amendment No. 2) shall not be construed as an admission that
such person is, for the purposes of Section 13(d) of the Act, the
beneficial owner of securities for which he or it disclaims beneficial
ownership.
None of Richard Sands, Robert Sands, CWC and the Estate have engaged
in any transactions involving the Common Stock of the Company within the
past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Shares of Common Stock of the Company held in the name of L, R & R are
owned by Richard Sands, Robert Sands and CWC as tenants in common. L, R &
R was established solely for investment purposes. From time to time, the
members of the Group discuss among themselves investment strategies, goals
and objectives, which include matters relating to acquiring, holding,
voting and disposing of Common Stock of the Company.
Richard Sands and Robert Sands own, in the aggregate, approximately 1%
of CWC and are its Co-Managing Partners. At the time of her death, Laurie
Sands owned approximately 99% of CWC, which interest passed upon her death
to the Estate. When the estate is finally settled, it seems likely that
its interest in CWC will pass to two marital trusts which will benefit
Andrew Stern and which will have Marvin Sands and Andrew Stern as their
trustees.
The information pertaining to each of the exhibits listed in Item 7 is
hereby incorporated, in its entirety, into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Written agreement among Richard Sands, Robert Sands and CWC stating
that this Schedule 13D (Amendment No. 2) is filed on behalf of each of
them. (Exhibit A)
Transfer Agreement, dated as of July 31, 1996, by and between L, R &
R, c/o Richard E. Sands, and Hudson Hotels Properties Corp. (Exhibit B)
Assignment and Assumption Agreement, dated as of July 31, 1996, by and
between L, R & R and Hudson Hotels Properties Corp. (Exhibit C)
Transfer Agreement, dated as of July 31, 1996, by and between Richard
E. Sands and Hudson Hotels Properties Corp. (Exhibit D)
Assignment and Assumption Agreement, dated as of July 31, 1996, by and
between Richard E. Sands and Hudson Hotels Properties Corp. (Exhibit E)
Assignment of Interest in L, R & R, dated January 17, 1995, by Laurie
Sands to CWC Partnership-I. (Exhibit F)
Acceptance of Interest in L, R & R, a General Partnership, dated
January 17, 1995, by CWC Partnership-I. (Exhibit G)
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 8 of 28 Pages
Consent by Partners of L, R & R, dated January 17, 1995, by Laurie
Sands, Richard Sands and Robert Sands. (Exhibit H)
Assignment and Assumption Agreement, dated as of February 28, 1994,
between Brad N. Sluman and Richard Sands.**
Promissory Note of Richard Sands, dated February 28, 1994, payable to
the Estate of Loren G. Ansley, c/o Jennifer Ansley, Executor.**
Escrow Agreement, dated as of February 28, 1994, by and among Richard
Sands, the Estate of Loren G. Ansley, c/o Jennifer Ansley, Executor and
Boylan, Brown, Code, Fowler & Wilson.**
Stock Purchase Agreement, dated as of June 23, 1993, by and between
Richard Sands and Jennifer L. Ansley as Executrix of the Estate of Loren G.
Ansley.*
Promissory Note of Richard Sands, dated June 23, 1993, payable to the
Estate of Loren G. Ansley, c/o Jennifer Ansley, Executor.*
Pledge and Irrevocable Proxy Security Agreement, dated as of June 23,
1993, by and between Richard Sands and the Estate of Loren G. Ansley.*
Escrow Agreement, dated June 23, 1993, by and among Richard Sands, the
Estate of Loren G. Ansley, c/o Jennifer Ansley, Executor, and Boylan,
Brown, Code, Fowler & Wilson.*
Stock Purchase Agreement, dated May 12, 1993, by and between Brad N.
Sluman and Jennifer L. Ansley as Executrix of the Estate of Loren G.
Ansley, which Agreement has been assigned to and assumed by Richard
Sands.**
Pledge and Irrevocable Proxy Security Agreement, dated as of May 12,
1993, by and between Brad N. Sluman and the Estate of Loren G. Ansley,
which Agreement has been assigned to and assumed by Richard Sands.**
* Filed with Schedule 13D.
** Filed with Schedule 13D (Amendment No. 1).
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 9 of 28 Pages
SIGNATURE.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief we certify that the information set forth in this
statement is true, complete and correct.
DATED: April 30, 1997
s/ Richard Sands
______________________________________
Richard Sands
s/ Robert Sands
______________________________________
Robert Sands
CWC PARTNERSHIP-I
s/ Richard Sands
BY: __________________________________
Richard Sands, Co-Managing Partner
s/ Robert Sands
BY: __________________________________
Robert Sands, Co-Managing Partner
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 10 of 28 Pages
EXHIBIT A
AGREEMENT
The undersigned agree that the Schedule 13D (Amendment No. 2) under
the Securities and Exchange Act of 1934, as amended, relating to shares of
the Common Stock of Hudson Hotels Corporation to which this Agreement is an
Exhibit and which is to be filed with the Securities and Exchange
Commission is filed on behalf of each of the undersigned.
This Agreement may be executed in several counterparts, each of which
shall be an original but all of which together shall constitute one and the
same instrument.
Dated: April 30, 1997
s/Richard Sands
______________________________________
Richard Sands
s/ Robert Sands
______________________________________
Robert Sands
CWC PARTNERSHIP-I
s/ Richard Sands
BY: __________________________________
Richard Sands, Co-Managing Partner
s/ Robert Sands
BY: __________________________________
Robert Sands, Co-Managing Partner
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 11 of 28 Pages
EXHIBIT B
TRANSFER AGREEMENT
This Agreement is made as of the 31st day of July, 1996, by and
between L, R & R, c/o Richard E. Sands, 116 Buffalo Street, Canandaigua,
New York 14424 (the "Seller") and Hudson Hotels Properties Corp., a New
York corporation with an office at One Airport Way, Suite 200, Rochester
International Airport, Rochester, New York 14624 (the "Company").
WHEREAS, the Seller owns the percentage interests set forth on
Schedule A, attached hereto, in the Partnerships listed in Schedule A (the
"Partnerships") subject to the provisions set forth in the Partnership
Agreements of such Partnerships; and
WHEREAS, the Seller wishes to sell to the Company and the Company
wishes to purchase from the Seller all of the Seller's partnership
interests (the interests being sold herein referred to as the "Partnership
Interests") in the Partnerships set forth in Schedule A.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the parties agree as
follows:
1. SALE OF PARTNERSHIP INTERESTS. The Seller agrees to sell and the
Company agrees to purchase the Partnership Interests in the
Partnerships pursuant to the terms and conditions set forth herein.
2. PURCHASE PRICE AND PAYMENT TERMS. The purchase price to be paid by
the Company to the Seller for the Partnership Interests is $207,069
allocated as set forth on Schedule A. The purchase price shall be
paid by delivery of shares of the $.001 par value common stock (the
"Shares") of Hudson Hotels Corporation, the Company's parent (the
"Parent"). The number of shares to be delivered shall be determined
by dividing the price set forth above by the average closing price of
the Shares for the five (5) trading days preceding the Effective Date.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents
and warrants to the Company that:
a) The Seller has full power and authority to sell the Partnership
Interests, subject only to the consent of other Partners in the
Partnership as set forth in the Partnership Agreements of the
Partnership. Execution of this Agreement shall constitute
consent by Seller to the Purchase by the Company of the other
Partnership interests in each Partnership.
b) The Seller has not pledged any of the Partnership Interests as
collateral.
c) To the best of the Seller's knowledge, there is no threatened or
pending litigation or administrative proceeding against the
Partnership Interests.
d) To the best of the Seller's knowledge, there are no materially
adverse facts relating to its ownership of the Partnership
Interests which have not been disclosed in writing to the Company
on behalf of the Subsidiary.
e) The Seller acknowledges that the Parent is a public company. The
Seller confirms that it has reviewed the periodic filings of the
Parent with the Securities and Exchange Commission, has had an
opportunity to ask questions of officials of the Parent
concerning the business of the Parent, and otherwise had full
opportunity to obtain such information as the Seller deems
necessary to make its decisions to sell
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 12 of 28 Pages
the Partnership Interests in exchange for the Shares of the
Parent upon the terms and conditions set forth in this
Agreement.
f) The representations and warranties of the Seller set forth herein
shall survive the consummation of the transactions contemplated
hereby.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company and the
Parent represent and warrant to the Seller as follows:
a) Organization and Standing. The Company is a corporation duly
organized and validly existing under the laws of the State of New
York and in good standing as domestic corporations under the
laws of said state.
b) Authorization. The execution, delivery and performance of the
Agreement by the Company, and the issuance and delivery of the
Shares by the Parent, have been duly authorized by all requisite
corporate action, and the Agreement constitutes a valid and
binding obligation of the Company enforceable in accordance with
its terms, subject as to enforcement of remedies to applicable
bankruptcy, insolvency, reorganization or similar laws relating
to or affecting the enforcement of creditors' rights.
c) Shares. The Shares when issued to the Seller will be duly
authorized, validly issued and non-assessable.
d) No Violation. The execution, delivery and performance of this
Agreement will not violate any provisions of the Certificate of
Incorporation or Bylaws of the Company, or cause default under
any agreement or instrument to which the Company or the Parent is
a party or by which any of its property or assets is bound.
5. UNDERTAKINGS.
a) The Seller shall cooperate with the Company to have the Company
admitted as a partner in each Partnership upon transfer of the
Partnership Interests.
b) The Parent shall undertake to register the Shares with the
Securities and Exchange Commission for sale by the Seller within
180 days following the closing hereof.
6. INDEMNITY. The Company acknowledges that the Seller is or may be a
guarantor of the existing mortgage debt with respect to the
Partnership Interests to be transferred hereunder. The Seller
acknowledges that neither the Company nor the Partnerships in
question have the capability to obtain the release of the guarantees.
As further consideration for the transfer hereunder, the Company and
the Parent each hereby agree to fully indemnify and hold the Seller
harmless from and against any loss, damage or expense that the Seller
may incur as a result of any effort by the beneficiary of the
guarantees to enforce or collect under any such guarantee.
7. TRANSFER DOCUMENTS. Upon closing, the Seller shall execute and
deliver to the Company appropriate assignments transferring the
Partnership Interests, and such further instruments of transfer as may
be required in order to vest and confirm the Partnership Interests in
the Company.
8. CLOSING. Closing shall be scheduled at a time and place mutually
agreed upon by the parties hereto. Notwithstanding closing at a
subsequent date, the transaction shall be deemed effective as of the
31st of July, 1996 (the "Effective Date").
9. MISCELLANEOUS.
a) This Agreement shall be governed by the laws of the State of New
York.
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 13 of 28 Pages
b) This Agreement represents the entire agreement between the
parties, and may not be modified, amended or terminated except by
a writing signed by the parties hereto.
c) The Agreement shall be binding upon and inure to the benefit of
the parties and their respective heirs, successors and assigns,
provided, however, that none of the parties may make any
assignment of the Agreement or any interest therein, by operation
of law or otherwise, without the written consent of the other
parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
L, R & R
/s/ Richard E. Sands
------------------------------
By: Richard E. Sands, General
Partner
HUDSON HOTELS PROPERTIES CORP.
/s/ Bruce A. Sahs
------------------------------
By: Bruce A. Sahs, President
HUDSON HOTELS CORPORATION
/s/ E. Anthony Wilson
-------------------------------
By: E. Anthony Wilson, President
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 14 of 28 Pages
SCHEDULE A
SUMMARY OF PARTNERSHIP
L, R & R
(c/o Richard E. Sands)
<TABLE>
<S> <C> <C> <C> <C>
# of Shares
Net Value of Total % Total Issued
Investment Ownership Value (at $8.00)
Brookwood Hotel
Properties $773,334 0.00% 0 0
Delray Beach Hotel
Properties Limited 3,361,514 6.16% $207,069 25,884
Jamestown Hotel
Properties, L.P. 2,262,295 0.00% 0 0
Muar Lake Hotel
Properties, L.P. 820,415 0.00% 0 0
950 Jefferson Road
Hotel Properties, L.P. (56,348) 0.00% 0 0
Ridge Road Hotel
Properties, L.P. 1,635,865 0.00% 0 0
--------- ------- -------- ------
$8,797,075 2.35% $207,069 25,884
</TABLE>
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 15 of 28 Pages
EXHIBIT C
ASSIGNMENT AND ASSUMPTION
This Agreement is deemed effective as of the 31st day of July, 1996,
by and between L, R & R (the "Assignor") and Hudson Hotels Properties
Corp., a New York corporation with its principal place of business at One
Airport Way, Suite 200, Rochester International Airport, Rochester, New
York 14624 (the "Assignee").
WITNESSETH
WHEREAS, the Assignor is currently the owner of the partnership
interests in the Partnerships ("Partnership") as is indicated on the
attached Schedule A; and
WHEREAS, the Assignor now desires to transfer all of its interest in
the Partnerships (the "Assigned Partnership Interests") to Assignee and
Assignee desires to acquire and be substituted for the Assignor to the
extent of such interest, all in accordance with the terms, covenants and
conditions set forth in the Partnership Agreements, as amended, governing
the applicable Partnerships as indicated on the attached Schedule B (the
"Partnership Agreements").
NOW, THEREFORE, in consideration of the foregoing, and the mutual
covenants herein contained, the parties agree as follows:
1. In consideration of the sum of $207,069, the receipt and sufficiency
of which is hereby acknowledged, and other good and valuable
consideration, paid by delivery of shares of Hudson Hotels
Corporation, the Assignor does hereby assign to Assignee all of the
Assignor's interest in the Partnerships indicated on Schedule A, with
all of the rights received from the Partnerships, the share of profits
or other compensation to which the Assignor is or may be entitled with
respect to the Assigned Partnership Interests, and the right to return
from the Partnerships the contribution of the Assignor to the capital
of the Partnerships as represented by the Assigned Partnership
Interests.
2. Assignee may exercise all the rights and privileges which the Assignor
might have exercised as a partner of the respective Partnerships with
respect to the Assigned Partnership Interests, under and by virtue of
the respective Partnership Agreements.
3. Assignee, as a partner of the respective Partnerships with respect to
the Assigned partnership Interests, does hereby consent to be bound by
all applicable terms, covenants and conditions of the respective
Partnership Agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement with the
intent that it be effective as of July 31, 1996 and affirm the statements
made herein to be true under the penalty of perjury.
ASSIGNOR ASSIGNEE
L, R & R HUDSON HOTELS PROPERTIES CORP.
/s/ Richard E. Sands /s/ Bruce A. Sahs
- ------------------------------------- -----------------------------
By: Richard E. Sands, General Partner By: Bruce A. Sahs, President
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 16 of 28 Pages
SCHEDULE A
SUMMARY OF PARTNERSHIP
L, R & R
(c/o Richard E. Sands)
<TABLE>
<S> <C> <C> <C> <C>
# of Shares
Net Value of Total % Issued
Investment Ownership Total Value (at $8.00)
Brookwood Hotel Properties $773,334 0.00% 0 0
Delray Beach Hotel Properties Limited 3,361,514 6.16% $207,069 25,884
Jamestown Hotel Properties, L.P. 2,262,295 0.00% 0 0
Muar Lake Hotel Properties, L.P. 820,415 0.00% 0 0
950 Jefferson Road Hotel Properties, L.P. (56,348) 0.00% 0 0
Ridge Road Hotel Properties, L.P. 1,635,865 0.00% 0 0
---------- ------ --------- ------
$8,797,075 2.35% $207,069 25,884
</TABLE>
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 17 of 28 Pages
SCHEDULE B
Partnership Agreements
Name of Partnership
Brookwood Hotel Properties Partnership Agreement
dated as of May 1, 1987,
as amended by agreement
dated March 6, 1995
Delray Beach Hotel Properties Limited Limited Partnership
Agreement dated as of
November 2, 1990
Jamestown Hotel Properties, L.P. Amended and Restated
Limited Partnership
Agreement dated as of
December 20, 1993
Muar Lake Associates, L.P. Amended and Restated
Limited Partnership
Agreement dated as of
June 24, 1993
950 Jefferson Road Associates, L.P. Amended and Restated
Limited Partnership
Agreement dated as of
March 6, 1995
Ridge Road Hotel Properties, L.P. Amended and Restated
Limited Partnership
Agreement dated as of
November 30, 1993
<PAGE>
SCHEULDE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 18 of 28 Pages
EXHIBIT D
TRANSFER AGREEMENT
This Agreement is made as of the 31st day of July, 1996, by and
between Richard E. Sands, with an address at 116 Buffalo Street,
Canandaigua, New York 14424 (the "Seller") and Hudson Hotels Properties
Corp., a New York corporation with an office at One Airport Way, Suite 200,
Rochester International Airport, Rochester, New York 14624 (the "Company").
WHEREAS, the Seller owns the percentage interests set forth on
Schedule A, attached hereto, in the Partnerships listed in Schedule A (the
"Partnership"') subject to the provisions set forth in the Partnership
Agreements of such Partnerships; and
WHEREAS, the Seller wishes to sell to the Company and the Company
wishes to purchase from the Seller all of the Seller's partnership
interests (the interests being sold herein referred to as the "Partnership
Interests") in the Partnerships set forth in Schedule A.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the parties agree as
follows:
1. SALE OF PARTNERSHIP INTERESTS. The Seller agrees to sell and the
Company agrees to purchase the Partnership Interests in the
Partnerships pursuant to the terms and conditions set forth herein.
2. PURCHASE PRICE AND PAYMENT TERMS. The purchase price to be paid by
the Company to the Seller for the Partnership Interests is $103,535
allocated as set forth on Schedule A. The purchase price shall be
paid by delivery of shares of the $.001 par value common stock (the
"Shares") of Hudson Hotels Corporation, the Company's parent (the
"Parent"). The number of shares to be delivered shall be determined
by dividing the price set forth above by the average closing price of
the Shares for the five (5) trading days preceding the Effective Date.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents
and warrants to the Company that:
a) The Seller has full power and authority to sell the Partnership
Interests, subject only to the consent of other Partners in the
Partnership as set forth in the Partnership Agreements of the
Partnership. Execution of this Agreement shall constitute
consent by Seller to the Purchase by the Company of the other
Partnership interests in each Partnership.
b) The Seller has not pledged any of the Partnership Interests as
collateral.
c) To the best of the Seller's knowledge, there is no threatened or
pending litigation or administrative proceeding against the
Partnership Interests.
d) To the best of the Seller's knowledge, there are no materially
adverse facts relating to its ownership of the Partnership
Interests which have not been disclosed in writing, to the
Company on behalf of the Subsidiary.
e) The Seller acknowledges that the Parent is a public company. The
Seller confirms that it has reviewed the periodic filings of the
Parent with the Securities and Exchange Commission, has had an
opportunity to ask questions of officials of the Parent
concerning the business of the Parent, and otherwise had full
opportunity to obtain such information as the Seller deems
necessary to make its decisions to sell
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 19 of 28 Pages
the Partnership Interests in exchange for the Shares of the Parent
upon the terms and conditions set forth in this Agreement.
f) The representations and warranties of the Seller set forth herein
shall survive the consummation of the transactions contemplated
hereby.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company and the
Parent represent and warrant to the Seller as follows:
a) Organization and Standing. The Company is a corporation duly
organized and validly existing under the laws of the State of New
York and in good standing as domestic corporations under the laws
of said state.
b) Authorization. The execution, delivery and performance of the
Agreement by the Company, and the issuance and delivery of the
Shares by the Parent, have been duly authorized by all requisite
corporate action, and the Agreement constitutes a valid and
binding obligation of the Company enforceable in accordance with
its terms, subject as to enforcement of remedies to applicable
bankruptcy, insolvency, reorganization or similar laws relating
to or affecting the enforcement of creditors' rights.
c) Shares. The Shares when issued to the Seller will be duly
authorized, validly issued and non-assessable.
d) No Violation. The execution, delivery and performance of this
Agreement will not violate any provisions of the Certificate of
Incorporation or Bylaws of the Company, or cause default under
any agreement or instrument to which the Company or the Parent is
a party or by which any of its property or assets is bound.
5. UNDERTAKINGS.
a) The Seller shall cooperate with the Company to have the Company
admitted as a partner in each Partnership upon transfer of the
Partnership Interests.
b) The Parent shall undertake to register the Shares with the
Securities and Exchange Commission for sale by the Seller within
180 days following the closing hereof.
6. INDEMNITY. The Company acknowledges that the Seller is or may be a
guarantor of the existing mortgage debt with respect to the
Partnership Interests to be transferred hereunder. The Seller
acknowledges that neither the Company nor the Partnerships in
question have the capability to obtain the release of the guarantees.
As further consideration for the transfer hereunder, the Company and
the Parent each hereby agree to fully indemnify and hold the Seller
harmless from and against any loss, damage or expense that the Seller
may incur as a result of any effort by the beneficiary of the
guarantees to enforce or collect under any such guarantee.
7. TRANSFER DOCUMENTS. Upon closing, the Seller shall execute and
deliver to the Company appropriate assignments transferring the
Partnership Interests, and such further instruments of transfer as may
be required in order to vest and confirm the Partnership Interests in
the Company.
8. CLOSING. Closing shall be scheduled at a time and place mutually
agreed upon by the parties hereto. Notwithstanding closing at a
subsequent date, the transaction shall be deemed effective as of the
31st of July, 1996 (the "Effective Date").
9. MISCELLANEOUS.
a) This Agreement shall be governed by the laws of the State of New
York.
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 20 of 28 Pages
b) This Agreement represents the entire agreement between the
parties, and may not be modified, amended or terminated except by
a writing signed by the parties hereto.
c) The Agreement shall be binding upon and inure to the benefit of
the parties and their respective heirs, successors and assigns,
provided, however, that none of the parties may make any
assignment of the Agreement or any interest therein, by operation
of law or otherwise, without the written consent of the other
parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
/s/ Richard E. Sands
-----------------------------
Richard E. Sands
HUDSON HOTELS PROPERTIES CORP.
/s/ Bruce A. Sahs
----------------------------
By: Bruce A. Sahs, President
HUDSON HOTELS CORPORATION
/s/ E. Anthony Wilson
--------------------------------
By: E. Anthony Wilson, President
<PAGE>
SCHEDULE 13D (Amendment No.2)
CUSIP No. 595143 10 8 Page 21 of 28 Pages
SCHEDULE A
SUMMARY OF PARTNERSHIP
Richard E. Sands
<TABLE>
<S> <C> <C> <C> <C>
# of
Net Total Shares
Value of % Total Issued
Investment Ownership Value (at $8.00)
Brookwood Hotel Properties $773,334 0.00% 0 0
Delray Beach Hotel Properties Limited 3,361,514 3.08% $103,535 12,942
Jamestown Hotel Properties, L.P. 2,262,295 0.00% 0 0
Muar Lake Hotel Properties, L.P. 820,415 0.00% 0 0
950 Jefferson Road Hotel Properties, L.P. (56,348) 0.00% 0 0
Ridge Road Hotel Properties, L.P. 1,635,865 0.00% 0 0
---------- ----- -------- ------
$8,797,075 1.18% $103,535 12,942
</TABLE>
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 22 of 28 Pages
EXHIBIT E
ASSIGNMENT AND ASSUMPTION
This Agreement is deemed effective as of the 31st day of July, 1996,
by and between Richard E. Sands (the "Assignor") and Hudson Hotels
Properties Corp., a New York corporation with its principal place of
business at One Airport Way, Suite 200, Rochester International Airport,
Rochester, New York 14624 (the "Assignee").
WITNESSETH
WHEREAS, the Assignor is currently the owner of the partnership
interests in the Partnerships ("Partnership") as is indicated on the
attached Schedule A; and
WHEREAS, the Assignor now desires to transfer all of its interest in
the Partnerships (the "Assigned Partnership Interests") to Assignee and
Assignee desires to acquire and be substituted for the Assignor to the
extent of such interest, all in accordance with the terms, covenants and
conditions set forth in the Partnership Agreements, as amended, governing
the applicable Partnerships as indicated on the attached Schedule B (the
"Partnership Agreements").
NOW, THEREFORE, in consideration of the foregoing, and the mutual
covenants herein contained, the parties agree as follows:
1. In consideration of the sum of $103,535, the receipt and sufficiency
of which is hereby acknowledged, and other good and valuable
consideration, paid by delivery of shares of Hudson Hotels
Corporation, the Assignor does hereby assign to Assignee all of the
Assignor's interest in the Partnerships indicated on Schedule A, with
all of the rights received from the Partnerships, the share of profits
or other compensation to which the Assignor is or may be entitled with
respect to the Assigned Partnership Interests, and the right to return
from the Partnerships the contribution of the Assignor to the capital
of the Partnerships as represented by the Assigned Partnership
Interests.
2. Assignee may exercise all the rights and privileges which the Assignor
might have exercised as a partner of the respective Partnerships with
respect to the Assigned Partnership Interests, under and by virtue of
the respective Partnership Agreements.
3. Assignee, as a partner of the respective Partnerships with respect to
the Assigned partnership Interests, does hereby consent to be bound by
all applicable terms, covenants and conditions of the respective
Partnership Agreements.
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 23 of 29 Pages
IN WITNESS WHEREOF, the parties have executed this Agreement with the
intent that it be effective as of July 31, 1996 and affirm the statements
made herein to be true under the penalty of perjury.
ASSIGNOR ASSIGNEE
HUDSON HOTELS PROPERTIES CORP.
/s/ Richard E. Sands /s/ Bruce A. Sahs
- --------------------------- -----------------------------
Richard E. Sands By: Bruce A. Sahs, President
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 24 of 28 Pages
SCHEDULE A
SUMMARY OF PARTNERSHIP
Richard E. Sands
<TABLE>
<S> <C> <C> <C> <C>
# of Shares
Net Value of Total % Issued
Investment Ownership Total Value (at $8.00)
Brookwood Hotel Properties $773,334 0.00% 0 0
Delray Beach Hotel Properties Limited 3,361,514 3.08% $103,535 12,942
Jamestown Hotel Properties, L.P. 2,262,295 0.00% 0 0
Muar Lake Hotel Properties, L.P. 820,415 0.00% 0 0
950 Jefferson Road Hotel Properties, L.P. (56,348) 0.00% 0 0
Ridge Road Hotel Properties, L.P. 1,635,865 0.00% 0 0
---------- ---- -------- ------
$8,797,075 1.18% $103,535 12,942
</TABLE>
<PAGE>
SCHEDULE 13D (Amendment No 2)
CUSIP No. 595143 10 8 Page 25 of 28 Pages
SCHEDULE B
Partnership Agreements
Name of Partnership
Brookwood Hotel Properties Partnership Agreement
dated as of May 1, 1987,
as amended by agreement
dated March 6, 1995
Delray Beach Hotel Properties Limited Limited Partnership
Agreement dated as of
November 2, 1990
Jamestown Hotel Properties, L.P. Amended and Restated
Limited Partnership
Agreement dated as of
December 20, 1993
Muar Lake Associates, L.P. Amended and Restated
Limited Partnership
Agreement dated as of
June 24, 1993
950 Jefferson Road Associates, L.P. Amended and Restated
Limited Partnership
Agreement dated as of
March 6, 1995
Ridge Road Hotel Properties, L.P. Amended and Restated
Limited Partnership
Agreement dated as of
November 30, 1993
<PAGE>
SCHEDULE 13D (Amendment No.2)
CUSIP No. 595143 10 8 Page 26 of 28 Pages
EXHIBIT F
ASSIGNMENT OF INTEREST
IN
L, R & R
I, Laurie Sands, hereby transfer, as of the date hereof, all
of my interest in L, R & R as a general partner to the CWC
Partnership-I.
IN WITNESS WHEREOF, I have executed and delivered
this Assignment of Interest this 17th day of January, 1995.
/s/ Laurie Sands
----------------------
Laurie Sands
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 27 of 28 Pages
EXHIBIT G
ACCEPTANCE OF INTEREST
IN
L, R & R, a GENERAL PARTNERSHIP
By executing and delivering this Acceptance of Interest, the
undersigned hereby acknowledges as of the date hereof that it has
accepted an assignment from Laurie Sands of a general partnership
interest in L, R & R, a general partnership, that it is entitled to all
of the rights and privileges and subject to all of the duties and
liabilities of a general partner of L, R & R, as an assignee of such
interest, and that it agrees to be bound by all of the terms and
conditions of such general partnership applicable to all of the general
partners thereof as if an original partner of L, R & R. The
undersigned further acknowledges that the aforementioned assignment is
consideration in part for the issuance to Laurie Sands of a general
partnership interest in the CWC Partnership-I.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Acceptance of Interest this 17th day of January, 1995.
CWC PARTNERSHIP-I
By: /s/ Richard Sands
---------------------------------
Richard Sands, Co-Managing Partner
By: /s/ Robert Sands
----------------------------------
Robert Sands, Co-Managing Partner
<PAGE>
SCHEDULE 13D (Amendment No. 2)
CUSIP No. 595143 10 8 Page 28 of 28 Pages
EXHIBIT H
CONSENT
BY
PARTNERS OF L, R & R
The undersigned, being all of the partners of a general
partnership known as L, R & R, hereby consent to the transfer by
Laurie Sands of all of her interest in L, R & R as a general
partner to the CWC Partnership-I ("CWCP-I") and to the
substitution of CWCP-I as a general partner of L, R & R in place
of Laurie Sands. The undersigned further consent to the filing
of a certificate of partnership to evidence such change.
IN WITNESS WHEREOF, the undersigned have executed and
delivered this Consent this 17th day of January, 1995.
/s/ Laurie Sands
----------------------
Laurie Sands
/s/ Richard Sands
-----------------------
Richard Sands
/s/ Robert Sands
-----------------------
Robert Sands
