UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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 III, Esq.
Nixon Peabody LLP
Box 1051, Clinton Square
Rochester, New York 14603
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
On or about March 25, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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 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 (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 2 OF 12 PAGES
- ------------------------------ ---------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Richard E. Sands
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- -------------------------------------------------------------------------------
5 CHECK 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 488,716 - See Item 5 of this Schedule 13D
SHARES (Amendment No. 4)
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ---------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
488,716 - See Item 5 of this Schedule 13D
(Amendment No. 4)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,716 - See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|X|
See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% - See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 3 OF 12 PAGES
- ------------------------------ ---------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert S. Sands
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- --------------------------------------------------------------------------------
5 CHECK 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 358,347 - See Item 5 of this Schedule 13D
SHARES (Amendment No. 4)
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
358,347 - See Item 5 of this Schedule 13D
(Amendment No. 4)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,347 - See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|X|
See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% - See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 4 OF 12 PAGES
- ------------------------------ ---------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CWC Partnership-I
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO - See Item 2 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 359,044 - See Item 5 of this Schedule 13D )
SHARES (Amendment No. 4
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
359,044 - See Item 5 of this Schedule 13D
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,044 - See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|X|
See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% - See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 5 OF 12 PAGES
- ------------------------------ ---------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Marvin Sands Master Trust
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO - See Item 2 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
5 CHECK 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 332,000- See Item 5 of this Schedule 13D
SHARES (Amendment No. 4)
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
332,000 - See Item 5 of this Schedule 13D
(Amendment No. 4)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
332,000 - See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|X|
See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% - See Item 5 of this Schedule 13D (Amendment No. 4)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 6 OF 12 PAGES
- ------------------------------ ---------------------------------------
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (Amendment No. 4) relates to the common
stock, par value $.001 per share (the "Common Stock"), of Hudson Hotels
Corporation, a New York corporation with its principal executive
offices at 300 Bausch & Lomb Place, Rochester, New York 14604 (the
"Company").
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D (Amendment No. 4) is being filed by Richard
Sands, Robert Sands, CWC Partnership-I and the Marvin Sands Master
Trust (as successor to Marvin Sands).
Richard Sands is President and Chief Executive Officer of
Canandaigua Brands, Inc., a Delaware alcoholic beverage corporation
with its principal offices located at 300 WillowBrook Office Park,
Fairport, New York 14424 ("Canandaigua").
Robert Sands is Chief Executive Officer, International,
Executive Vice President and General Counsel of Canandaigua.
Laurie Sands was a physician living and practicing in
Rochester, New York prior to her death in March 1995. CWC
Partnership-I, a New York general partnership with its principal
offices located at 300 WillowBrook Office Park, Fairport, New York
14424 ("CWC"), was organized for the purpose of isolating and holding
certain of her interests for estate-planning purposes. Its Co-Managing
Partners are Richard Sands and Robert Sands. Its non-managing partners
are four trusts which benefit the husband and two children of Laurie
Sands. The trustees of the four trusts are Andrew Stern (the husband of
Laurie Sands) and Marilyn Sands (the wife of Marvin Sands). Andrew
Stern is a physician living and practicing in Rochester, New York.
Marilyn Sands is not currently employed.
As of the filing of Schedule 13D (Amendment No. 3), Marvin
Sands was Chairman of the Board of Canandaigua and the father of
Richard Sands, Robert Sands and Laurie Sands. Marvin Sands, following
the filing of Schedule 13D (Amendment No. 3) but prior to his death in
August 1999, transferred most of his assets (including those relating
to shares of Common Stock of the Company) to the Marvin Sands Master
Trust. The Marvin Sands Master Trust (the "Sands Trust") was formed in
New York under an Agreement dated October 28, 1996 for estate-planning
purposes. Its Co-Trustees are Richard Sands, Robert Sands and Marilyn
Sands. The beneficiaries of the Sands Trust are Marilyn Sands, during
her lifetime, and thereafter Marvin Sands' issue, presently being
Richard Sands, Robert Sands and the children of Laurie Sands.
Each of Richard Sands, Robert Sands, Marilyn Sands and Andrew
Stern is a citizen of the United States.
During the last five years, none of Richard Sands, Robert
Sands, Laurie Sands, Marvin Sands, Marilyn Sands, Andrew Stern, CWC and
the Sands Trust (a) has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) 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.
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 7 OF 12 PAGES
- ------------------------------ ---------------------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since filing Schedule 13D (Amendment No. 3), each of Richard
Sands, Robert Sands, CWC and the Sands Trust (as successor to Marvin
Sands) has acquired additional shares of Common Stock of the Company.
The sources and amount of the funds or other consideration used in
making such acquisitions are as follows: Richard Sands, Robert Sands,
CWC and the Sands Trust, in the name of M, L, R & R, a New York general
partnership of which they are the only partners ("M, L, R & R"),
acquired 666,666 shares of Common Stock from Hudson Hotels Properties
Corp., a wholly owned subsidiary of the Company ("Hudson Properties"),
on March 25, 1999 in consideration for forgiveness of a $2,000,000 loan
made to Hudson Hotels Trust, an affiliate of the Company ("Hudson
Trust"). The shares had been pledged by Hudson Properties as security
for the loan pursuant to a Pledge and Irrevocable Proxy Security
Agreement dated as of May 26, 1998.
ITEM 4. PURPOSE OF THE TRANSACTION.
Richard Sands, Robert Sands, CWC and the Sands Trust (as
successor to Marvin Sands) acquired the Common Stock for investment
purposes only and not with the purpose of changing or influencing the
control of the Company or in connection with any transaction having
that purpose or effect. Richard Sands, Robert Sands, CWC and the Sands
Trust may, for investment purposes, make additional purchases of Common
Stock of the Company in the future. However, none of Richard Sands,
Robert Sands, CWC and the Sands Trust 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.
GENERAL. In response to this Item 5, rows 7 through 11
inclusive and row 13 of the cover pages of this Schedule 13D (Amendment
No. 4) 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. 4).
The percentages of ownership set forth in this Schedule 13D (Amendment
No. 4) are based upon the Company's outstanding Common Stock as of July
12, 1999 as reported in the Company's most recently available Form 10-Q
as filed on July 29, 1999.
Each of Richard Sands, Robert Sands, CWC and the Sands Trust
(as successor to Marvin Sands) declares that the filing of this
Schedule 13D (Amendment No. 4) 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.
M, L, R & R. Under the name of M, L, R & R, Richard Sands,
Robert Sands, CWC and the Sands Trust 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 and
the understandings they have with respect to M, L, R & R, Richard
Sands, Robert Sands, CWC and the Sands Trust may be considered to be a
group and, as such, they would be deemed to have beneficial ownership
of all securities of the Company which are beneficially owned by any of
them. Richard Sands, Robert Sands, CWC and the Sands Trust beneficially
own an aggregate of 1,538,107 shares of Common Stock of the Company or
24% of the outstanding Common Stock as of July 12, 1999.
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 8 OF 12 PAGES
- ------------------------------ ---------------------------------------
Richard Sands, Robert Sands, CWC and the Sands Trust, under
the name of M, L, R & R, beneficially own an aggregate of 1,000,000
shares of Common Stock of the Company and a currently exercisable
Warrant to purchase 250,000 shares. M, L, R & R acquired 666,666 of the
shares from Hudson Properties on March 25, 1999 in consideration for
forgiveness of a $2,000,000 loan made to Hudson Trust. Such shares had
been pledged by Hudson Properties as security for the loan pursuant to
a Pledge and Irrevocable Proxy Security Agreement dated as of May 26,
1998.
Each of Richard Sands, Robert Sands, CWC and the Sands Trust
disclaims beneficial ownership of three-fourths of the number of shares
of Common Stock or Common Stock equivalents held in the name of M, L, R
& R (i.e. 937,500 shares of Common Stock). These 937,500 shares have
been excluded from row 11 and have not been included in calculating the
percentages in row 13 on the cover pages of this Schedule 13D
(Amendment No. 4). If the 937,500 shares had been included in the
calculation of the percentages in row 13, then the percentages would be
22.3% for Richard Sands, 20.3% for each of Robert Sands and CWC and
19.8% for the Sands Trust.
SHARES HELD DIRECTLY. Richard Sands beneficially owns 176,216
shares of Common Stock of the Company which are held in his own name.
Each of Robert Sands, CWC and the Sands Trust disclaims beneficial
ownership of such shares. These 176,216 shares of Common Stock have
been excluded from row 11 and have not been included in calculating the
percentages in row 13 on the cover pages of this Schedule 13D
(Amendment No. 4). If the 176,216 shares had been included in the
calculations for the percentages in row 13, then the percentages in row
13 would be 8.4% for each of Robert Sands and CWC and 7.9% for the
Sands Trust.
Robert Sands beneficially owns 45,847 shares of Common Stock
of the Company which are held in his own name. Each of Richard Sands,
CWC and the Sands Trust disclaims beneficial ownership of such shares.
These 45,847 shares of Common Stock have been excluded from row 11 and
have not been included in calculating the percentages in row 13 on the
cover pages of this Schedule 13D (Amendment No. 4). If the 45,847
shares had been included in the calculations for the percentages in row
13, then the percentages in row 13 would be 8.4% for Richard Sands,
6.3% for CWC and 5.9% for the Sands Trust.
CWC beneficially owns 46,544 shares of Common Stock of the
Company which are held in its own name. Each of Richard Sands, Robert
Sands and the Sands Trust disclaims beneficial ownership of such
shares. These 46,544 shares of Common Stock have been excluded from row
11 and have not been included in calculating the percentages in row 13
on the cover pages of this Schedule 13D (Amendment No. 4). If the
46,544 shares had been included in the calculations for the percentages
in row 13, then the percentages in row 13 would be 8.4% for Richard
Sands, 6.3% for Robert Sands and 5.9% for the Sands Trust.
The Sands Trust beneficially owns 19,500 shares of Common
Stock of the Company which were distributed to it in accordance with
the terms of the Will of Marvin Sands. Each of Richard Sands, Robert
Sands and CWC disclaims beneficial ownership of such shares. These
19,500 shares have been excluded from row 11 and have not been included
in calculating the percentages in row 13 on the cover pages of this
Schedule 13D (Amendment No. 4). If the 19,500 shares had been included
in the calculations for the percentages in row 13, then the percentages
in row 13 would be 7.9% for Richard Sands and 5.9% for each of Robert
Sands and CWC.
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 9 OF 12 PAGES
- ------------------------------ ---------------------------------------
SHARES HELD INDIRECTLY. The Chase Manhattan Bank holds 207,433
shares of Common Stock of the Company and 247,467 shares of one-for-one
convertible preferred stock of the Company as trustee for the benefit
of Jennifer Sands (the wife of Richard Sands), during her lifetime, and
thereafter her children. Richard Sands disclaims beneficial ownership
of such shares. These 454,900 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. 4) for Richard Sands. If
the shares of convertible preferred stock had been converted into
Common Stock of the Company, and if the resulting 454,900 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 14.7%
for Richard Sands.
The Chase Manhattan Bank also holds 39,640 shares of Common
Stock of the Company and 47,256 shares of one-for-one convertible
preferred stock of the Company as trustee for the benefit of the
children of Jennifer Sands. Richard Sands disclaims beneficial
ownership of such shares. These 86,896 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. 4) for Richard
Sands. If the shares of convertible preferred stock had been converted
into Common Stock of the Company, and if the resulting 86,896 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 9.0%
for Richard Sands.
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 M,
L, R & R are owned by Richard Sands, Robert Sands, CWC and the Sands
Trust (as successor to Marvin Sands). M, L, R & R was established
solely for investment purposes. From time to time, Richard Sands,
Robert Sands, CWC and the Sands Trust 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, 1% of
CWC and are its Co-Managing Partners. The remaining non-managing
interests in CWC are held by four trusts which benefit the husband and
children of Laurie Sands. The trustees of the four trusts are Andrew
Stern, Laurie's husband, and Marilyn Sands.
Richard Sands and Robert Sands are Co-Trustees of the Sands
Trust along with Marilyn Sands. The Sands Trust was formed by an
Agreement dated October 28, 1996. The beneficiaries of the Sands Trust
are Marilyn Sands, during her lifetime, and thereafter the issue of
Marvin Sands, being Richard Sands, Robert Sands and the children of
Laurie Sands.
The 1,000,000 shares of Common Stock held by M, L, R & R are
subject to a Registration Rights Agreement, dated May 26, 1998, by and
between M, L, R & R and the Company. M, L, R & R holds a currently
exercisable Warrant to purchase 250,000 shares of Common Stock for
$3.00 per share on or before April 30, 2003.
The information pertaining to each of the exhibits listed in
Item 7 is hereby incorporated, in its entirety, into this Item 6.
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 10 OF 12 PAGES
- ------------------------------ ---------------------------------------
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement by and among Richard Sands, Robert Sands, CWC and
the Sands Trust stating that this Schedule 13D (Amendment No. 4) is
filed on behalf of each of them. - Exhibit A
2. Note Termination Agreement, dated March 25, 1999 by and
between M, L, R & R and Hudson Properties. - Exhibit B
3. Letter Agreement, dated August 17, 1998, by and between M, L,
R & R and the Company.*
4. Registration Rights Agreement, dated May 26, 1998, by and
between M, L, R & R and the Company.*
5. Pledge and Irrevocable Proxy Security Agreement, dated May 26
, 1998, by and among M, L, R & R, Hudson Properties and the Company.*
6. Agreement and Warrant to Purchase 250,000 Common Shares, dated
May 26, 1998, from the Company to M, L, R & R.*
7. Transfer Agreement, dated as of July 31, 1996, by and between
L, R & R, c/o Richard Sands, and Hudson Properties.**
8. Assignment and Assumption Agreement, dated as of July 31,
1996, by and between L, R & R and Hudson Properties.**
9. Transfer Agreement, dated as of July 31, 1996, by and between
Richard Sands and Hudson Properties.**
10. Assignment and Assumption Agreement, dated as of July 31,
1996, by and between Richard Sands and Hudson Properties.**
11. Assignment of Interest in L, R & R, dated January 17, 1995,
by Laurie Sands to CWC.**
12. Acceptance of Interest in L, R & R, dated January 17, 1995,
by CWC. **
13. Consent by Partners of L, R & R, dated January 17, 1995, by
Laurie Sands, Richard Sands and Robert Sands.**
14. Assignment and Assumption Agreement, dated as of February
28, 1994, between Brad N. Sluman and Richard Sands.***
15. 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.***
16. Promissory Note of Richard Sands, dated February 28, 1994,
payable to the Estate of Loren G. Ansley, c/o Jennifer Ansley,
Executrix.***
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 11 OF 12 PAGES
- ------------------------------ ---------------------------------------
17. 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.***
18. Escrow Agreement, dated as of February 28, 1994, by and among
Richard Sands, the Estate of Loren G. Ansley, c/o Jennifer Ansley,
Executrix and Boylan, Brown, Code, Fowler & Wilson.***
19. 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.****
20. Promissory Note of Richard Sands, dated June 23, 1993,
payable to the Estate of Loren G. Ansley, c/o Jennifer Ansley,
Executrix.****
21. Pledge and Irrevocable Proxy Security Agreement, dated as of
June 23, 1993, by and between Richard Sands and the Estate of Loren G.
Ansley.****
22. Escrow Agreement, dated June 23, 1993, by and among Richard
Sands, the Estate of Loren G. Ansley, c/o Jennifer Ansley, Executrix,
and Boylan, Brown, Code, Fowler & Wilson.****
---------------
* Filed with Schedule 13D (Amendment No. 3)
** Filed with Schedule 13D (Amendment No. 2).
*** Filed with Schedule 13D (Amendment No. 1).
**** Filed with Schedule 13D.
<PAGE>
SCHEDULE 13D (AMENDMENT NO.4)
- ------------------------------ ---------------------------------------
CUSIP NO. 595143 10 8 PAGE 12 OF 12 PAGES
- ------------------------------ ---------------------------------------
SIGNATURE.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Dated: October 22, 1999
/s/ Richard E. Sands
------------------------------------------
Richard E. Sands
/s/ Robert S. Sands
------------------------------------------
Robert S. Sands
CWC PARTNERSHIP-I
BY: /s/ Richard E. Sands
------------------------------------------
Richard E. Sands, Co-Managing Partner
BY: /s/ Robert S. Sands
------------------------------------------
Robert S. Sands, Co-Managing Partner
THE MARVIN SANDS MASTER TRUST
BY: /s/ Richard E. Sands
------------------------------------------
Richard E. Sands, Co-Trustee
BY: /s/ Robert S. Sands
------------------------------------------
Robert S. Sands, Co-Trustee
BY: /s/ Marilyn Sands
------------------------------------------
Marilyn Sands, Co-Trustee
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned hereby agree that the Schedule 13D (Amendment No. 4)
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: October 22, 1999
/s/ Richard E. Sands
------------------------------------------
Richard E. Sands
/s/ Robert S. Sands
------------------------------------------
Robert S. Sands
CWC PARTNERSHIP-I
BY: /s/ Richard E. Sands
------------------------------------------
Richard E. Sands, Co-Managing Partner
BY: /s/ Robert S. Sands
------------------------------------------
Robert S. Sands, Co-Managing Partner
THE MARVIN SANDS MASTER TRUST
BY: /s/ Richard E. Sands
------------------------------------------
Richard E. Sands, Co-Trustee
BY: /s/ Robert S. Sands
------------------------------------------
Robert S. Sands, Co-Trustee
BY: /s/ Marilyn Sands
------------------------------------------
Marilyn Sands, Co-Trustee
<PAGE>
EXHIBIT B
NOTE TERMINATION AGREEMENT
The undersigned, M, L, R & R, hereby agrees that the Promissory Note of HUDSON
HOTELS TRUST, dated May 26, 1998 in the amount of $2,000,000 and issued to M, L,
R & R, is and shall be canceled and terminated in consideration of the issuance
to M, L, R & R of 666,666 shares of common stock of Hudson Hotels Corporation
common stock, par value $.001. These shares are the shares pledged as security
for repayment of the Note pursuant to the Pledge and Irrevocable Proxy Security
Agreement, dated May 26, 1998 and shall continue to be benefited by the
Registration Rights Agreement issued to M, L, R & R on May 26, 1998.
DATE: March 25, 1999 M, L, R & R
/s/ Richard Sands
------------------------
Richard Sands
ACCEPTED AND AGREED:
HUDSON HOTELS CORPORATION
/s/ E. Anthony Wilson
- ------------------------------
E. Anthony Wilson
