SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


              /x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                   For the fiscal year ended December 31, 1999

                          Commission File No. 000-28108

                        SUBURBAN LODGES OF AMERICA, INC.
             (Exact name of Registrant as specified in its charter)

                                     GEORGIA
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                    581781184
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

            300 GALLERIA PARKWAY, SUITE 1200, ATLANTA, GEORGIA 30339
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (770) 799-5000

        Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

               Common Stock, Par Value $0.01 Per Share
               ---------------------------------------

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---.

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10K.              /X/

         The aggregate  market value of the voting stock held by  non-affiliates
(which for purposes  hereof are all holders  other than  executive  officers and
directors)  of the  Registrant as of March 24, 2000 is  $66,244,874  (based on $
6.50 per share,  the last sales  price on the NASDAQ  Stock  Market on March 24,
2000).

         At March 24, 2000 there were issued and outstanding  13,715,972  shares
of Common Stock, par value $0.01 per share.


                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the  Registrant's  definitive  Proxy Statement for the 2000
Annual Meeting of Shareholders are incorporated by reference into Part III.



<PAGE>

                                     PART I

ITEM 1.  BUSINESS.



GENERAL

     Suburban Lodges of America,  Inc.  (individually  and collectively with its
subsidiaries,  the "Company") was  incorporated  in Georgia in 1987. The Company
develops,  owns,  manages and franchises  Suburban  Lodge(R)  hotels,  which are
economy  extended-stay  hotels  designed  to  appeal to  value-conscious  guests
seeking  to "Lodge  for  Less."(R)  Suburban  Lodge has been  ranked as the 12th
largest  economy hotel brand and the Company has been ranked as the 23rd largest
hotel company in the world (based on number of guest rooms and hotels). Suburban
Lodge guest rooms are fully furnished and include a combination  living room and
bedroom,  a bathroom  and a fully  equipped  kitchenette.  Weekly maid and linen
services,  access to cable or satellite television and coin-operated laundromats
are also  provided to allow guests to stay  comfortably  for  extended  periods.
Suburban Lodge hotels offer clean, comfortable and attractive  accommodations to
guests  at   substantially   lower  rates  than  most   traditional   and  other
extended-stay  hotels.  Although  daily rates are  available,  a majority of all
guests pay the Company's  weekly rates,  which currently range from $149 to $289
for standard guest rooms and from $169 to $309 for larger guest rooms.

     Based  upon  the  high  occupancy  rates of the  Company's  hotels  and its
franchised  hotels,  published  occupancy  rates for other  participants  in the
extended-stay market and industry sources,  the Company believes that demand for
extended-stay hotels compares favorably to the existing supply of hotels in this
segment of the market. The Company believes that Suburban Lodge hotels appeal to
an underserved and growing segment of guests in the extended-stay market.  These
guests include business travelers (particularly those with limited or no expense
accounts),  individuals on temporary  work  assignments,  persons  relocating or
purchasing  a  home,  tourists  and  other  value-conscious  customers  desiring
low-cost, longer-term,  quality accommodations with fully equipped kitchenettes.
The Company believes that the extended-stay market offers a number of attractive
investment characteristics compared to traditional hotels, including higher than
industry average occupancy rates and operating margins.

     The Company  believes that several features  differentiate  the Company and
its hotels from, and provide a competitive advantage over, traditional and other
extended-stay lodging hotels, such as: (i) franchising  opportunities;  (ii) its
low weekly rates;  (iii) guest rooms that include  fully-equipped  kitchenettes;
(iv) marketing and pricing to appeal to longer guest stays; (v) higher occupancy
rates; (vi) operating  efficiencies;  (vii) standard design and low construction
costs; and (viii) attractive unit economics.

BUSINESS STRATEGY

     With 61 Company owned and 46 franchised Suburban Lodge hotels  operating in
19 states as of December 31, 1999,  Suburban Lodge has  established  itself as a
national  provider of economy extended-stay hotels.  While the Company continues
to own and  develop a select  group of  properties  each year,  the  Company has
recently  focused  on  reshaping  itself  to  become  a  multi-brand,  fee-based
franchisor rather than a capital -intensive development enterprise.

     GROWTH STRATEGY

     GUESTHOUSE INTERNATIONAL INNS, HOTELS AND SUITES. In June 1999, the Company
added the GuestHouse International brand to its portfolio, thereby extending the
Company's  ability to attract  franchisees.  The Company now has a nightly  stay
brand and a brand that is not targeted  primarily at the economy  segment of the
market.  The  GuestHouse   International  brand  includes  a  diverse  group  of
mid-market  hotels,  many of which are two and three  diamond AAA rated  hotels.
Although  approximately  25 percent of GuestHouse  International  hotels are new
construction, the brand's focus is on the conversion of existing hotels.




<PAGE>


     FRANCHISING AND THIRD PARTY DEVELOPMENT AND MANAGEMENT  ACTIVITIES.  During
1999, the Company significantly  expanded its franchise sales force to emphasize
franchising  the  Suburban  Lodge  and  GuestHouse  International  systems  on a
nationwide  basis  to  independent  developers  and  operators  and  to  passive
investors who retain the Company to develop and manage their  Suburban Lodge and
GuestHouse  International hotels. The Company considers its franchisees to be an
integral  component of its continued growth and believes its  relationship  with
its franchisees is good. Through franchising,  the Company intends to accelerate
the growth of the Suburban Lodge and GuestHouse  International systems,  thereby
increasing  its market  presence  and brand  awareness  in both new and existing
markets, while generating incremental revenues at an attractive margin. Suburban
believes that its existing  infrastructure and experience in franchising will be
an important factor in executing its franchising strategy. At December 31, 1999,
46  franchised  Suburban  Lodge  hotels  were  operating  in 11  states  and  46
GuestHouse International hotels were operating in 16 states.

     COMPANY OWNED  DEVELOPMENT.  New  Company owned  hotels are currently under
construction  in  Tampa-Brandon,   Florida,  Chicago-Villa  Park,  Illinois  and
Pittsburgh-North Hills, Pennsylvania.  Nine Company owned hotels opened in 1999.
The Company expects that the rate of Company owned new development next year and
in the future  will be slower  than in  previous  years,  with a focus on select
markets with high levels of employment and other demand generators. As a result,
hotel  revenues  are expected to grow more slowly in 2000 and future years while
the growth of fee-based franchise revenues is expected to accelerate.

     EXTEL 2001. The Company has designed and  introduced a new prototype  hotel
that  allows  owners  to take  advantage  of both  extended-stay  and  transient
markets.  Extel 2001 has an expandable interior corridor that can accommodate 61
to 150 guest rooms.  The new prototype  allows  franchisees to  cost-effectively
modify features to fit the needs of individual  markets.  The lower  development
costs  associated with the option of a lesser number of units and the additional
design  flexibility  to  accommodate  a broader  range of  markets,  provides  a
significant enhancement to the Company's franchising activities.

   OPERATING STRATEGIES

     The Company's principal operating  strategies are to (i) provide its guests
with  clean,   comfortable  and  attractive   accommodations   at  weekly  rates
substantially  lower than those offered by most  traditional and other extended-
stay hotels; (ii) control the operating costs at each of its hotels and maintain
above industry average operating  margins;  and (iii) ensure guest  satisfaction
through a commitment to customer service.

     The Company believes that its high average  occupancy rate (as described in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations) is primarily a result of the combination of its  competitive  weekly
rates,  which  appeal to a broad base of  potential  guests,  and its guest room
amenities.  In addition,  the Company  seeks to minimize  costs  throughout  its
operations.  The  Company  is able to control  its  operating  costs  because it
operates  each  hotel  with a  staff  of  approximately  six to  nine  full-time
employees,  which  is  smaller  than  the  staffs  at most  traditional  hotels,
maintains   limited   office  hours  and  provides   weekly  rather  than  daily
housekeeping. In addition, because the average guest stay is approximately three
weeks to four  weeks,  longer  guest stays  reduce  guest  check-in  traffic and
administrative costs.

     During 1999, the Company expanded  opportunities  available for prospective
guests to make  reservations  at  Suburban  Lodge and  GuestHouse  International
hotels.  Live online reservations are now available for Suburban Lodge hotels at
suburbanlodge.com  and by voice at 800-951-STAY,  with GuestHouse  International
-----------------
hotel  reservations available  at  guesthouseintl.com.  Most Suburban Lodge  and
                                    --------------
GuestHouse  International hotels also now participate in the Global Distribution
System (GDS), through the Lexington Worldwide  Reservation System,  available to
travel agents worldwide. The Company has implemented a national advertising fund
to which all hotels  contribute.  With these funds,  the Company  established  a
national  telemarketing  group and a  national  sales  force to help  market the
hotels.



<PAGE>


OPERATING PRACTICES

     The Company manages its own hotels. Each Suburban Lodge hotel has a general
manager, who resides on-site and is responsible for the overall operation of the
hotel,  and an assistant  manager.  Managers are trained in all aspects of hotel
operations,  with particular emphasis placed on customer service,  and are given
broad authority to make day-to-day operating decisions.  Managers are supervised
through the Company's management information systems and frequent on-site visits
by district managers. Incentive programs allow managers to earn bonuses based on
achievement  of  quarterly  budgets.  The Company  provides  on-going  mandatory
training for the managers.

     Suburban  Lodge  on-site  transactions  are processed  through  proprietary
software.  The software provides on-site management with updated  information on
items such as available  guest rooms,  guest rooms needing  cleaning or repairs,
room charges due and guest payment history.  Each hotel is connected by modem to
the Company's  corporate office in Atlanta,  and operating  results are compiled
and reviewed on a regular basis. The corporate office purchases  supplies,  pays
virtually all property  expenses and prepares monthly  financial  statements for
all properties managed by the Company.

     The Company maintains  customer service and quality assurance  departments.
The customer service function provides  customers with property  information and
resolves satisfaction problems and billing discrepancies.  The Company's quality
assurance  department  inspects all hotels,  both  corporate and  franchise,  to
ensure compliance with quality guidelines and operational standards.

FRANCHISE, DEVELOPMENT AND MANAGEMENT AGREEMENTS

     SUBURBAN LODGE FRANCHISE AGREEMENTS

     The Company  enters into  single-unit  franchise  agreements for an initial
term of ten years and three months,  with a ten-year  renewal  option subject to
certain  conditions,  such as a requirement  to modernize the hotel and to pay a
renewal fee. The initial franchise fee for a single hotel is $30,000 or $225 per
guest room, whichever is greater. A monthly royalty fee of four percent of gross
revenues  becomes  payable after three months of operations.  Agreements  signed
prior to August 1, 1997 are  subject  to an  initial  fee of $25,000 or $190 per
room,  whichever  is greater,  and a monthly  royalty of three  percent of gross
revenues. Upon notice from the Company, all franchisees are also required to pay
an  advertising  and  marketing  fee of one  percent  of  gross  revenues  and a
reservations/referral  fee of one  percent  of  gross  revenues,  to  cover  the
franchisee's  share  of the  costs  incurred  by  Suburban  in  providing  these
services.  As of March 1, 1999, the Company  initiated  charges for advertising,
and is collecting a relatively  small  monthly  referral fee to pay the costs of
the 1-800 guest  information  line.  The Company may  increase  these fees under
certain conditions.

     The Company  provides  materials and services to assist each  franchisee in
developing  and  operating a Suburban  Lodge hotel,  including  development  and
operating  manuals,   training,   proprietary   operating  software,   prototype
architectural  plans and  specifications,  the 1-800 guest  information line and
Website suburbanlodge.com, semi-annual inspections by Suburban's corporate staff
        -----------------
to ensure quality control and advertising materials and layouts.

     Each  franchised  hotel's  operating  system is connected  via modem to the
Company's  central  system,  which  allows the Company to upload sales and other
operating information on a regular basis.

     If a franchisee  desires to sell an interest in the franchise  agreement or
the hotel, the Company generally has the first right to buy it. In addition, the
current agreement provides that upon termination of a franchise  agreement for a
breach by the  franchisee,  the  Company may  purchase  the hotel at fair market
value less  liquidated  damages,  attorney's  fees and other  amounts  which the
franchisee may owe the Company.  The franchisee has a limited right to terminate
the  agreement.  Many state  franchise laws limit the ability of a franchisor to
terminate or refuse to renew a franchise.


<PAGE>



     The  Company  does  not  anticipate  that  the  termination  of any  single
franchise  agreement  would  have a  material  adverse  effect on its  financial
condition or results of operations.

     GUESTHOUSE INTERNATIONAL FRANCHISE AGREEMENTS

     The Company  enters into  single-unit  franchise  agreements for an initial
term of five years with no renewal  options  following  the  initial  term.  The
initial franchise fee is $30,000 or $225 per guest room, whichever is greater. A
monthly  operating fee of $1.50 per room per day through years 1 and 2 and $1.75
per room per day for years 3 through 5 is payable  from the opening  date of the
franchise  hotel.  Agreements  signed  between June 4, 1998 and June 1, 1999 are
subject to an initial  fee of $15,000 and a monthly  operating  fee of $1.25 per
room per day. Between June 11, 1993 and June 4, 1998 no GuestHouse International
franchise  agreements  were offered or signed,  however,  licenses  were granted
under Cooperative  Membership  Agreements with initial fees ranging from zero to
$10,000 and monthly  operating fees ranging from $0.72 per room per day to $1.00
per room per day. All Cooperative Membership Agreements and franchise agreements
offered and entered into prior to June 1, 1999 were  entered into by  Guesthouse
International  LLC  or  its  predecessors.  Suburban  Lodges  of  America,  Inc.
purchased the assets of GuestHouse International LLC on June 1, 1999 and took an
assignment of all  previously  executed  Cooperative  Membership  Agreements and
franchise  agreements.   Franchisees  are  also  required  to  pay  a  marketing
contribution currently set at $.50 per room per day.

     The Company  provides  materials and services to assist each  franchisee in
operating a GuestHouse International Inns, Hotels or Suites including  operating
manuals, training,  maintaining or subcontracting a reservation service, general
marketing services,  conferences and periodic  inspections by corporate staff to
ensure quality control.

    If a franchisee  desires to sell an interest in the  franchise  agreement or
the  hotel,  the  Company  has the right to  disapprove  such a sale in its sole
discretion. In addition, the current agreement provides that upon termination of
a franchise agreement for breach by a franchisee; that franchisee will pay $1.75
per room per day for 18 months  if such  termination  occurs  prior to two years
after the  opening  date,  and after two  years,  the  franchisee  will pay fees
ranging  from  zero to $1.75  per day for 18  months  depending  on the  hotel's
occupancy rate for the 12 months prior to such termination.

     Many states'  franchise laws limit the ability of a franchisor to terminate
or  refuse  to renew a  franchise.  The  Company  does not  anticipate  that the
termination  of any single  Franchise  Agreement  would have a material  adverse
effect on its financial condition or results of operations.

     MANAGEMENT AGREEMENTS

     The Company  sometimes  manages  franchised  Suburban  Lodge hotels for its
franchisees.  The Company generally offers a five-year management agreement with
automatic   renewals.   Under  the  agreement,   the  Company  provides  certain
pre-opening  services,  operates  and manages the hotel and is  responsible  for
personnel  decisions,  the  negotiation of operating  leases and contracts,  the
preparation  of  advertising  campaigns,  the  payment of taxes and the  general
maintenance  of the hotel.  Suburban  also  maintains the right to determine all
operating policies affecting the appearance of the hotel, the maintenance of the
hotel and its standards of operation,  the quality of services and other matters
affecting  customer  satisfaction.  In addition  to a fixed fee for  pre-opening
services,  the Company will charge a management fee equal to five percent of the
hotel's monthly gross revenues.  As of December 31, 1999, the Company managed 20
hotels  for its  franchisees,  including  one hotel  that was in the  process of
conversion to a Suburban Lodge hotel.

TRADEMARKS

     SUBURBAN LODGE

     The service marks  "Suburban  Lodge" and "Lodge for Less" and the corporate
design logo are actively used and are significant to the Company's business. All
of these  marks have been  registered  on the  Principal  Register of the United
States  Patent  and  Trademark  Office.  The terms for the  registration  of the
service marks "Suburban  Lodge" and "Lodge for Less" extend to November 2004 and
July 2007,  respectively,  and the term for the  registration  of the  corporate
design  logo  extends  to March  2009.  Each  registration  may be  renewed  for
successive ten-year periods.

     GUESTHOUSE INTERNATIONAL

     The following  service  marks and corporate  design logos are actively used
and are  significant  to the  Company's  business:

      Service Mark                       Registry          Initial Expiration
      ------------                       --------          ------------------

"GH" and design logo                     Principal         January 30, 2006
"GH GuestHouse" and design logo          Principal         August 13, 2006
"GH GuestHouse International" and        Principal         October 22, 2006
design logo
"GH GuestHouse" and design logo with     Principal         March 4, 2007
stylized "G"
"GuestHouse International" (Block)       Supplemental      September 16, 2007
"GH GuestHouse Inns, Hotels, Suites"     Principal         December 23, 2007
and design logo
"GuestHouse.net" (Block)                 Supplemental      March 24, 2008

     Each of the foregoing  registrations may be renewed for successive ten-year
periods.


SEASONALITY

     Following their initial ramp-up,  the Company's hotels typically experience
lower  average  occupancy  rates and  total  revenues  in the  first and  fourth
calendar  quarters of each year.  Because  many of the  Company  expenses do not
fluctuate with occupancy,  such declines in occupancy may cause  fluctuations or
decreases in the Company's quarterly earnings.

COMPETITION

    The lodging industry is highly  competitive.  Competitive factors within the
industry include room rates, quality of accommodations, name recognition, supply
and availability of alternative lodging,  including short-term lease apartments,
service  levels,  reputation,  reservation  systems and convenience of location.
Each of the existing hotels and hotels under  construction is located,  and each
of the hotels  under  development  will be  located,  in a  developed  area that
includes competing hotels,  including both traditional hotels and other extended
stay hotels.  The number of competitive hotels in a particular area could have a
material  adverse  effect on  occupancy,  average  weekly  rate and weekly  room
revenue per  available  guest room of the  existing  hotels and the hotels under
construction or properties developed or acquired in the future.

<PAGE>

     The Company  anticipates that competition within the extended-stay  lodging
market will continue to increase  substantially  in the  foreseeable  future.  A
number of other  lodging  chains and  developers  are  developing  extended-stay
hotels which may compete with the Company's hotels. In particular, some of these
entities have targeted the economy segment of the extended-stay  market in which
the Company  competes.  The Company may compete for guests with certain of these
established entities which have greater financial resources than the Company and
better relationships with lenders and real estate sellers. These entities may be
able to accept more risk than the Company can prudently manage.  Further, new or
existing  competitors  might  reduce their rates or offer  greater  convenience,
services  or  amenities  or expand or  improve  hotels in  markets  in which the
Company competes, thereby adversely affecting the Company's business and results
of operations.

     At the present time,  the Company's  hotels are located  principally in the
Southeast,  Midwest and Southwest.  In these regions,  the Company competes with
both traditional  hotels and other extended-stay hotels,  including  independent
extended-stay hotels and  those  owned and  operated by  competing  chains.  The
Company competes with these hotels by offering  competitive  weekly rates,  good
customer service and convenient locations.

ENVIRONMENTAL MATTERS

     Under various federal,  state and local laws and  regulations,  an owner or
operator of real estate may be liable for the costs of removal or remediation of
certain hazardous or toxic substances on such property.

     Such laws often impose  liability  without regard to whether the owner knew
of, or was responsible  for, the presence of hazardous or toxic  substances.  In
connection with the ownership and operation of its  properties,  the Company may
be potentially liable for any such costs. Any potential  environmental liability
the  Company  may have  solely  as a  franchisor  is less  clear;  however,  the
Company's  business and results of operations  could be adversely  affected if a
franchisee  incurred  environmental   liability.   Suburban  believes  that  the
Company-owned  hotels  are in  compliance  in all  material  respects  with  all
federal, state and local ordinances and regulations regarding hazardous or toxic
substances  and other  environmental  matters.  Neither the Company  nor, to the
knowledge of the Company, any of the current owners of the franchised hotels has
been  notified by any  governmental  authority  of any  material  noncompliance,
liability  or  claim  relating  to  hazardous  or  toxic   substances  or  other
environmental issues in connection with any of its present or former properties.
Moreover,  no  assurances  can be given  that (i)  future  laws,  ordinances  or
regulations  will not impose any  material  environmental  liability or (ii) the
current environmental  condition of the Company's existing and future properties
will not be affected by the  condition of  neighboring  properties  (such as the
presence of leaking  underground storage tanks) or by third parties unrelated to
the Company.

GOVERNMENTAL REGULATION

     The  lodging  industry  is subject  to  numerous  federal,  state and local
government   regulations   including  those  relating  to  building  and  zoning
requirements  and those  regulating  the  licensing  of  lodging  facilities  by
requiring  registration,  disclosure  statements  and  compliance  with specific
standards  of  conduct.  The  Company  believes  that each of its hotels has the
necessary  permits and  approvals to operate its  respective  business,  and the
Company  intends to continue to obtain such  permits and  approvals  for its new
hotels. Additionally,  the Company is subject to laws governing its relationship
with  employees,   including  minimum  wage  requirements,   overtime,   working
conditions and work permit requirements.

     Under the Americans With  Disabilities Act of 1990 (the "ADA"),  all public
accommodations  are required to meet  certain  federal  requirements  related to
access and use by disabled  persons.  While the Company  believes  its  existing
hotels and hotels under  construction are substantially in compliance with these
requirements,  a determination that the Company or one of its franchisees is not
in compliance  with the ADA could result in the  imposition of fines or an award
of damages to private litigants. In addition,  changes in governmental rules and
regulations  or  enforcement  policies  affecting  the use and  operation of the
hotels,  including changes to building codes and fire and life-safety codes, may
occur.



<PAGE>

     If the Company  were  required  to make  substantial  modifications  at its
hotels  to  comply  with the ADA or other  changes  in  governmental  rules  and
regulations, the Company's financial condition and ability to develop new hotels
could be materially adversely affected.

     As a franchisor, the Company is subject to Federal Trade Commission ("FTC")
regulation  and  various  state  laws  which  regulate  the  offer  and  sale of
franchises.  State laws that  regulate  the  franchisor-franchisee  relationship
presently exist or are being considered in a substantial  number of states,  and
from time to time new  legislation  is  proposed  and bills  are  introduced  in
Congress  which would provide for federal  regulation of certain  aspects of the
franchisor-franchisee   relationship.   Many  state  laws   impose   substantive
requirements on franchise  agreements,  including limitations on non-competition
provisions and  termination  or non-renewal of a franchise.  Some states require
that certain  materials be approved before  franchises can be offered or sold in
that state.  These current and proposed  franchise  relationship laws may limit,
among other things,  the duration and scope of non-competition  provisions,  the
ability of a  franchisor  to  terminate  or refuse to renew a franchise  and the
ability of a franchisor  to designate  sources of supply.  The failure to obtain
approvals to sell  franchises or an increase in the minimum wage rate,  employee
benefit  costs  or  other  costs  associated  with  employees  could  materially
adversely affect the Company.

EMPLOYEES

     As of December 31, 1999, the Company employed 850 persons. Suburban expects
that it will  increase the number of its  employees as it expands its  business.
The Company's employees are not subject to any collective bargaining agreements.
Management believes that its relationship with its employees is good.

EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
      Name                      Age                   Position
      ----                      ---                   --------
<S>                              <C>    <S>
David E. Krischer                51     Chairman of the Board and Chief Executive Officer
Dan J. Berman                    35     Vice President - Franchising and Director
Gregory C. Plank                 53     President
Seth H. Christian                35     Vice President - Operations
Paul A. Criscillis, Jr.          50     Vice President and Chief Financial Officer
G. Hunter Hilliard               57     Vice President - Construction
Kevin R. Pfannes                 45     Vice President - Development and Secretary
Robert E. Schnelle               50     Vice President and Treasurer
</TABLE>

     DAVID E. KRISCHER.  Mr. Krischer formed Suburban Lodges of America, Inc. in
1987 to develop a national chain of economy  extended-stay hotels and has served
as its CEO and Chairman  since  inception.  A leader in the extended  stay hotel
industry,  Mr.  Krischer  served as the founding  Chairman of the Extended  Stay
Lodging Council, a division of the American Hotel Motel Association. He has over
18 years  experience  in real estate  development  and has been  involved in the
hospitality  industry for thirteen  years.  From 1974 to 1986,  he was a partner
with two  Atlanta  law firms,  Arrington,  Rubin,  Winter,  Krischer & Goger and
Costanzo & Krischer,  where his practice  focused on general  business law, real
estate law and real estate  syndication.  Mr. Krischer has a Juris Doctor of Law
Degree,  with honors from Boston College Law School ('73) and a Bachelors degree
in Accounting from Brooklyn College.

     DAN J. BERMAN.  Mr. Berman joined the Company in September 1993 as its Vice
President -  Franchising  and has been a director  since  March  1996.  Prior to
joining the Company,  Mr. Berman practiced  commercial law in New York City with
the firm Young and Young from September  1990 to May 1993.  Mr. Berman  received
the  degrees of Juris  Doctor and Master of Business  Administration  from Emory
University Law and Business Schools in 1990.

     SETH H. CHRISTIAN.  Mr.  Christian  joined the Company in November 1987 and
was elected Vice President - Operations in January 1989. From 1983 through 1987,
he  served  as  General  Manager  of  Hotel/Restaurant   Management,   Inc.,  an
Atlanta-based  hospitality  company.  Mr.  Christian is a member of the Board of
Directors of the Arthritis Foundation, Georgia Chapter. Mr. Christian received a
Bachelor of Arts degree in economics from Georgia State University in 1988.


<PAGE>



     PAUL A. CRISCILLIS, JR. Mr. Criscillis joined the Company as Vice President
and Chief Financial  Officer in August 1998.  Prior to joining the Company,  Mr.
Criscillis had, since 1985, served as Vice President and Chief Financial Officer
for Atlanta-based Crown Crafts, Inc., a manufacturer of textile home furnishings
products.  Prior to joining Crown Crafts, Mr. Criscillis was associated with the
public  accounting  firm of  Deloitte & Touche  from 1971 to 1985,  the last two
years as a partner  in that  firm's New York  practice  office.  Mr.  Criscillis
graduated, with honors, from the University of Kentucky in 1971 with a Bachelors
degree in Accounting.

     G. HUNTER  HILLIARD.  Mr.  Hilliard joined the Company in April 1987 as its
Vice President -  Construction.  In addition,  since 1980, Mr. Hilliard has been
the sole  shareholder and Secretary of Acreage  Investment  Corporation,  a real
estate and  construction  consulting firm. He has over 26 years of experience in
the development  and  construction of single and  multi-family  housing,  retail
centers and office space.

     KEVIN R. PFANNES.  Mr.  Pfannes  joined the Company in January 1996 and was
elected Vice  President - Development in February 1996. He has 21 years of legal
and business experience in the development,  acquisition,  leasing and financing
of a broad range of commercial real estate transactions.  From July 1992 through
January 1995, Mr. Pfannes served as Director of Operations and Legal Services of
General Innkeeping Acceptance Corporation,  a wholly-owned subsidiary of Holiday
Inns, Inc., which provided  financing for Holiday Inn hotels.  From January 1986
to July 1992, Mr. Pfannes was a self-employed attorney, and his practice focused
on hotel and  other  commercial  real  estate  matters.  Mr.  Pfannes  served as
Development  and Real Estate  Counsel for Holiday Inns,  Inc. from 1984 to 1986.
From 1979 to 1984, Mr.  Pfannes worked for the Chicago law firm of Rooks,  Pitts
and Poust, where his practice focused on real estate and lending matters.

     GREGORY C. PLANK.  Mr. Plank attended  Cornell  University  School of Hotel
Administration,  where he received his Bachelor of Science  degree.  Mr. Plank's
varied background in the hotel industry  includes:  marketing  positions for the
advertising agency of Needham & Grohmann in New York, the Sheraton  Corporation,
Leonard, Call Developers and Ramada. Mr. Plank has also served as General Manger
of a full-service Sheraton Inn in Florida, Vice President & Regional Director of
Operations for Sheraton Inns  Incorporated,  Executive Vice  President-Franchise
for Forte  Hotels  overseeing  Travellodge  and  Thriftlodge  in North and South
America,  and  President  of Country  Hearth Inns.  In June,  1999 Mr. Plank was
appointed  President of Suburban Lodges of America,  Inc. Mr. Plank is a current
past Chairmen of AH&MA's Economy  Lodging  Council,  serves on the  Governmental
Affairs Committee of AH&MA and is a member of the Cornell Hotel Society.

     ROBERT E. SCHNELLE.  Mr.  Schnelle joined the Company as Vice President and
Treasurer in April 1999.  From August 1991 to March 1999, he served as Treasurer
of Crown Crafts, Inc., a manufacturer of textile home furnishings products. From
August 1998 to March 1999,  Mr.  Schnelle also served as a Vice  President  with
Crown Crafts.  Prior to that, Mr. Schnelle  served as controller for the Memphis
Publishing  Company.  Mr. Schnelle graduated from Xavier University in 1972 with
Bachelors degree in Accounting.

     Officers of the Company serve at the pleasure of the Board of Directors.

CERTAIN FACTORS AFFECTING FORWARD LOOKING STATEMENTS

     Many of the  matters  discussed  in this  Annual  Report  on Form  10-K are
forward  looking  statements.  These  statements  involve  a number of risks and
uncertainties that could cause actual results to differ materially from any such
statement.  Some of  these  risks  may  include,  but are not  limited  to:  (i)
development  risks  (including the risks that (A)  development  costs may exceed
budgeted projections;  (B) competition for development sites may limit the sites
available to the Company;  (C) the Company may fail to obtain  necessary  zoning
and  other  permits; (D)  the Company may experience delays in construction; and


<PAGE>

(E) changes in government regulations and overall economic conditions may have a
material  adverse  effect  on the  Company);  (ii)  management  of  growth  (the
Company's  rapid growth has created new demands on the Company's  management and
its operating and financial  systems which may lead to the risk that the Company
may not manage this growth  effectively);  (iii) dependence on senior management
(the  Company's  continued  success  is  dependent  on the  efforts  of its  key
management, including Mr. Krischer, and the failure or inability of Mr. Krischer
to continue in his leadership  role might have a material  adverse effect on the
Company);  (iv) risks associated with the lodging industry (the economy extended
stay segment of the lodging  industry  may be  adversely  affected by changes in
national or local economic  conditions and other local market  conditions);  (v)
the risks  associated with compliance with  environmental  regulations and other
government   regulations  which  have  been  set  forth  elsewhere  herein  (See
"Environmental  Matters" and "Governmental  Regulation");  (vi) risks associated
with  financing,  and (vii) increased  supply and  competition  within the hotel
industry.

ITEM 2.  DESCRIPTION OF HOTELS.

     SUBURBAN LODGE HOTELS

     At December 31, 1999, there were 107 existing Suburban Lodge hotels located
in 19 states.  These hotels  contain an aggregate of 14,442 guest rooms and have
an average of 135 guest rooms. A newly  developed  Suburban Lodge hotel is built
using either a two-story or three-story  interior or exterior  corridor  design.
The two designs  have similar  architectural  styles and guest room floor plans.
Each hotel includes guest rooms, a general manager's unit, an office and a guest
laundry room. Each guest room includes a combination  living room and bedroom, a
fully-equipped  kitchenette  and access to satellite or cable  television.  Each
Suburban Lodge hotel also offers weekly housekeeping and linen service.

     The following tables set forth certain  information as of December 31, 1999
with respect to both Company-owned and franchised existing hotels,  hotels under
construction and hotels under development.

<TABLE>
<CAPTION>
                                                                                              NUMBER
                                                                           DATE                 OF
             EXISTING HOTELS:(AS OF 12/31/99                              OPENED               ROOMS <F1>
             -------------------------------                              ------               -----

             COMPANY-OWNED)

<S>                                                                       <C>                   <C>
             Atlanta (Forest Park), GA                                    Mar-88                126
             Atlanta (Fulton Industrial), GA                              Dec-88                107
             Atlanta  (Norcross), GA                                      Jun-89                128
             Birmingham (Oxmoor), AL                                      Jul-90                151
             Atlanta (Mableton), GA(2)                                    Jun-93                 79
             Greenville (Mauldin Road), SC                                Sep-93                130
             Charlotte (Matthews), NC                                     Aug-95                139
             Atlanta (Lilburn/Highway 78), GA                             Nov-95                132
             Atlanta (Roswell), GA                                        Jun-96                136
             Atlanta (Douglasville), GA                                   Jun-96                132
             Louisville (Preston Highway), KY                             Aug-96                150
             Atlanta (Tara Blvd.), GA                                     Sep-96                138
             Greenville (Wade Hampton Blvd.), SC                          Oct-96                126
             Atlanta (Indian Trail/I-85), GA                              Nov-96                149
             Knoxville (Kingston Pike), TN                                Dec-96                132
             Atlanta (Northside Drive), GA                                Jan-97                150
             Chesapeake, VA                                               Feb-97                132
             Atlanta (Gwinnett Place), GA                                 Feb-97                138
             Charlotte (Pressley I-77), NC                                Mar-97                132
             Charlotte (University Area), NC                              Apr-97                138
             Memphis (Hickory Ridge), TN                                  Jun-97                144
             Newport News, VA                                             Jul-97                134
             Charleston (North Charleston), SC                            Aug-97                138
             Virginia Beach, VA                                           Oct-97                138
             Dayton-South, OH                                             Oct-97                129
             Chattanooga, TN                                              Oct-97                132
             Indianapolis-NW, IN                                          Nov-97                135
             Mobile, AL                                                   Nov-97                132
             St. Louis (Hazelwood), MO                                    Nov-97                136
             Cincinnati (Fairfield), OH                                   Nov-97                131
             Columbus (Eastland), OH                                      Dec-97                139
<PAGE>

                                                                                              NUMBER
                                                                           DATE                 OF
             EXISTING HOTELS (AS OF 12/31/99)                             OPENED               ROOMS
             --------------------------------                             ------               -----

             COMPANY-OWNED (CONTINUED)

             St. Louis (St. Charles), OH                                  Dec-97                130
             Columbia-Broad River, SC                                     Dec-97                132
             Dallas-North Central, TX                                     Dec-97                144
             San Antonio-North, TX                                        Dec-97                137
             Arlington-South, TX(4)                                       Dec-97                132
             Jackson, MS                                                  Jan-98                132

<PAGE>

             Columbus-NW (Franklin), OH                                   Jan-98                127
             Columbus-Northland, OH                                       Jan-98                135
             Indianapolis-East, IN                                        Jan-98                135
             Arlington-North, TX <F4>                                     Mar-98                132
             Chicago (Downers Grove), IL                                  Apr-98                133
             El Paso -Airport, TX                                         Jun-98                138
             Houston- FM1960, TX                                          Jul-98                138
             Houston -NASA, TX                                            Jul-98                132
             Dallas (Carrollton), TX                                      Aug-98                138
             Chicago- O'Hare-Airport, IL                                  Aug-98                125
             San Antonio-NE, TX                                           Sep-98                138
             Salt Lake City (Midvale), UT                                 Oct-98                140
             Minneapolis (Burnsville), MN                                 Nov-98                135
             Cincinnati (Colerain), OH                                    Nov-98                133
             Birmingham (Center Point), AL                                Nov-98                136
             South Salt Lake, UT                                          Jan-99                136
             Albuquerque, NM                                              Jan-99                135
             Minneapolis, (Coons Rapids), MN                              Jan-99                135
             Houston-NW 290, TX                                           Jan-99                132
             Tampa (Largo), FL                                            Feb-99                132
             Dallas-Market Center, TX                                     Apr-99                134
             San Antonio (Leon Valley), TX                                Apr-99                132
             Denver (Aurora), CO                                          May-99                137
             Richmond-Midlothian, VA                                      Dec-99                137
                                                                                            ---------
             SUBTOTAL                                                                         8,165
                                                                                            ---------

             FRANCHISED:

             Birmingham (Riverchase/Pelham),AL                            Jun-92                122
             Atlanta (Stone Mountain), GA                                 Nov-92                132
             Atlanta (Marietta), GA                                       Aug-94                132
             Birmingham (Inverness/Greystone), AL                         Sep-95                130
             Savannah (Abercorn), GA                                      Mar-96                130
             Atlanta (Lawrenceville), GA                                  Jun-96                132
             Atlanta (Decatur), GA                                        Oct-96                133
             Louisville (Jeffersontown), KY                               Feb-97                144
             Jacksonville (Bay Meadows), FL                               Apr-97                138
             Atlanta (Woodstock), GA                                      Jul-97                138
             Cincinnati (Florence), KY                                    Aug-97                144

<PAGE>

             FRANCHISED (CONTINUED)

             Valdosta (Valdosta-Mall Area), GA                            Aug-97                138
             Montgomery (Montgomery Mall), AL                             Sep-97                144
             Nashville (Harding Place), TN                                Oct-97                126
             Fayetteville (Bragg Blvd), NC                                Oct-97                138
             Charlotte (Pineville), NC                                    Oct-97                137
             Raleigh-South, VA                                            Feb-98                144
             Augusta-West (Bobby Jones), GA                               Feb-98                138
             Savannah-North, GA                                           Apr-98                138
             Eagle (Vail Valley, CO) "Extra"                              Jun-98                118
             Atlanta (Stockbridge), GA                                    Jun-98                150
             Albany (Albany Mall), GA                                     Jun-98                138
             Jacksonville (Orange Park), FL                               Jun-98                144
             Greensboro (Wendover I-40), NC                               Sep-98                143
             Louisville-East (Westport Rd), KY                            Sep-98                128
             Orlando (Central Park), FL                                   Oct-98                144
             Atlanta (Chamblee), GA                                       Oct-98                150
             Memphis (Bartlett), TN                                       Nov-98                144
             Phoenix (Gilbert), AZ                                        Nov-98                138
             Dothan (Ross Clark Circle), AL                               Dec-98                138
             Richmond (Broad @ N. Parham), VA                             Jan-99                143
             Daytona Beach, FL                                            Feb-99                135
             Houston (Cy Fair-1960), TX                                   Feb-99                150
             Nashville (Hermitage), TN                                    Feb-99                127
             Atlanta (Conyers), GA <F5>                                   Feb-99                138
             Atlanta (Thornton Rd.), GA                                   Mar-99                150
             Stuart, FL                                                   Mar-99                126
             Melbourne, FL "Extra"                                        Apr-99                132
             Macon (Eisenhower Pkwy), GA                                  Apr-99                150
             Gautier, MS                                                  Apr-99                126
             Athens (UGA), GA                                             Apr-99                138
             Atlanta (Sandy Springs), GA "Extra" <F6>                     May-99                 71
             Orlando (Casselberry), FL                                    May-99                144
             Orlando (Universal Studios Escape), FL                       Sep-99                150
             Pensacola-NAS, FL                                            Sep-99                128
             Tampa-Airport West, FL                                       Oct-99                136
                                                                                            ----------
             SUBTOTAL                                                                         6,257
                                                                                            ----------

             SYSTEM-WIDE TOTAL                                                               14,422
                                                                                            ==========

<PAGE>


             HOTELS UNDER CONSTRUCTION:                                                      NUMBER
             -------------------------                                  ESTIMATED              OF
             (AS OF 12/31/99) <F1>                                      OPENING <F3>         ROOMS <F1>
             ----------------                                           -------              -----
             COMPANY OWNED:
             Denver (Sheridan), CO                                   1st Quarter, 2000          135
             Tampa (Brandon), FL                                     3rd Quarter, 2000          150
             Chicago (Villa-Park), IL                                4th Quarter, 2000           80
             Pittsburgh-(North Hills) PA                             1st Quarter, 2001          124
                                                                                            ----------
             SUBTOTAL                                                                           489
                                                                                            ----------
             FRANCHISED:

             Charlotte-W.T. Harris/I-77, NC                          1st Quarter, 2000          127
             Sarasota, FL                                            1st Quarter, 2000          150
             Gainesville. GA                                         1st Quarter, 2000          112
             Jacksonville (St. John's Bluff), FL                     1st Quarter, 2000          150
             Atlanta(Kennesaw-Town Center), GA                       2nd Quarter, 2000          149
             Hampton, VA                                             2nd Quarter, 2000          141
             Biloxi, MS                                              4th Quarter, 2000          150
             Huntsville, AL                                          4th Quarter, 2000          134
                                                                                            ----------
             Subtotal                                                                          1,113
                                                                                            ----------

             TOTAL UNDER CONSTRUCTION                                                          1,602
                                                                                            ==========

             COMPANY OWNED SITE INVENTORY:
             -----------------------------
             (AS OF 12/31/99) <F7>
             ---------------------

             Austin-North, TX
             Tampa-Dale Mabry, FL
             Ft. Lauderdale (Oakland Park), FL

             COMPANY OWNED SITE INVENTORY: (AS OF 12/31/99
             ---------------------------------------------
             CONTINUED)
             ----------

             Houston-Medical Center, TX
             Kansas City (Lenexa), KS
             Phoenix (Tempe), AZ
             Philadelphia-Franklin Mills, PA
             Plano, TX
             Detroit (Fraser), MI
             Philadelphia (Valley Forge), PA
</TABLE>



<PAGE>

             FRANCHISED HOTELS UNDER DEVELOPMENT: (AS OF
             -------------------------------------------
             12/31/99)
             ---------

             Chesapeake, VA
             Houston-Stafford, TX
             Manassas, VA
             Atlanta-185-Cheshire Bridge, GA
             Houston Dixie Farm-I-45, TX
             Austin-South, TX
             Myrtle Beach, SC
             Houston-Hardy Toll Road - Belt 8, TX
             Hilton Head, SC
             Tallahassee-West, FL
             Orlando-West (Colonial), FL
             Lexington, KY
             Memphis-Midtown, TN


     GUESTHOUSE INTERNATIONAL INNS, HOTELS AND SUITES.

     At December 31, 1999, there were 46 existing GuestHouse International Inns,
Hotels and Suites located in 16 states. These inns, hotels and suites contain an
aggregate of 3,396 guest rooms and have an average of 74 guest rooms. GuestHouse
International  Inns,  Hotels and Suites  comprise a wide  variety of  facilities
offering  overnight  stays in the  upper  economy  to  mid-market  segment.  The
amenities and facilities offered through the GuestHouse  International brand are
varied  according to individual  market needs with the  underlying  factor being
adherence to  high-quality  standards of  cleanliness,  safety and service.  The
following  tables set forth  certain  information  as of December  31, 1999 with
respect to inns, hotel and suites that are open or under construction.

<TABLE>
<CAPTION>
             EXISTING INNS, HOTELS AND SUITES                                              NUMBER OF
             (AS OF 12/31/99)                                          DATE OPENED          ROOMS
             ----------------                                          -----------          -----
<S>                                                                      <C>                  <C>
             Little Rock, AR                                             Mar-96                72
             Chattanooga, TN                                             Apr-96                31
             St. Augustine, FL                                           Aug-96               100
             Nashville, TN                                               Jan-97               108
             Long Beach, CA                                              Mar-97               143
             Camden, TN                                                  Jul-97                40
             Pageland, SC                                                Aug-97                23
             Santa Clara, CA                                             Dec-97                70
             Port Orchard, WA                                            Mar-98                56
             Bloomington, IL                                             Mar-98               100
             South Haven, MI                                             Apr-98                54
             Commerce, GA                                                May-98                74
             Keystone, SD                                                May-98                35
             Warner Robins, GA                                           Sep-98                50
             Compton, CA                                                 Sep-98                40
             Commerce, GA                                                Oct-98                70
             Santa Ana, CA                                               Dec-98                73

<PAGE>

             EXISTING INNS, HOTELS AND SUITES AS OF
             12/31/99 (CONTINUED)
             --------------------

             Ft. Myers, FL                                               Feb-99                34
             Beverly Hills, CA                                           Mar-99                35
             Ft. Smith, AR                                               Mar-99                63
             Tumwater, OK                                                Mar-99                60
             Greenville, SC                                              Apr-99                96
             Huntsville, AL                                              Apr-99               112
             Jackson, MS                                                 Apr-99                50
             Opelika, AL                                                 Apr-99                56
             Springfield, MO (North)                                     Apr-99                80
             Springfield, MO (South)                                     Apr-99               103
             Springfield, MO (Plus)                                      Apr-99               121
             Tulsa, OK                                                   Apr-99               135
             Gulf Shores, AL                                             Apr-99                90
             Santa Cruz, CA                                              Apr-99                36
             Dillon, MT                                                  May-99                58
             Kelso, WA                                                   May-99                59
             Vicksburg, MS                                               May-99                30
             Buena Park, CA                                              May-99                40
             Mobile, AL                                                  May-99               112
             San Luis Obispo, CA                                         May-99                39
             Savannah, GA                                                Jul-99                56
             Hawthorne, CA                                               Aug-99                38
             South Gate, CA                                              Sep-99                49
             Waukesha, WI                                                Oct-99                91
             Orlando, FL                                                 Dec-99               266
             Glendora, CA                                                Dec-99                38
             Sarasota, FL                                                Dec-99               102
             Branson, MO                                                 Dec-99               180
             Hollywood, CA                                               Dec-99                28
                                                                                          ----------
             SYSTEM-WIDE TOTAL                                                              3,396
                                                                                          ==========

             HOTELS UNDER CONSTRUCTION;                                  ESTIMATED          NUMBER OF
             (AS OF 12/31/99)                                           OPENING <F3>        ROOMS <F1>
             ----------------                                           ------------        ----------

             Miles City, MT                                              Feb-00                62
             Juneau, AL                                                  Mar-00                96
             Los Angeles, CA                                             Mar-00                49
             Oceanside, CA                                                                     80
             Valdez. AK                                                                        78
                                                                                           ----------
             TOTAL UNDER CONSTRUCTION                                                         365
                                                                                           ==========


<PAGE>


             EXECUTED AGREEMENTS:
             --------------------
             (AS OF 12/31/99)
             ----------------

             Acworth, GA                                                                        40
             Dupont, WA                                                                         59
             Fairbanks, AK                                                                     100
             Ft. Wayne, IN                                                                      60
             Leeds, AL                                                                          42
             Savannah, GA                                                                      138
                                                                                            ----------
             TOTAL EXECUTED AGREEMENTS                                                         439
                                                                                            ==========
-------------------
<FN>
<F1>  The number of guest rooms does not include the general manager's unit.
<F2>  The Mableton hotel was acquired in June 1993 and converted into a Suburban
      Lodge hotel in October  1994.
<F3>  The Company  believes  that  each  of  the  hotels  under  construction or
      development  will  open during  the period indicated. However, the Company
      and its  franchisees  may  not  be  able  to  complete  the   construction
      and  development  of  all of  these  hotels  on  schedule.  See  Item  1--
      "Certain Factors Affecting Forward Looking Statements."
<F4>  The  Arlington-North, TX and Arlington-South, TX hotels were acquired from
      a franchisee in July, 1998.
<F5>  The  Company  sold  the  Atlanta  (Conyers)  GA, Suburban Lodge hotel to a
      franchisee on March 2, 1999.
<F6>  The Company acquired the Atlanta (Sandy Springs) G, Suburban Lodge "Extra"
      hotel effective January 1, 2000.
<F7>  The Company may elect to sell or transfer  existing Company owned sites to
      other   parties  for   development   as  Suburban   Lodge  or   GuestHouse
      International hotels or for other purposes.
</FN>
</TABLE>


ITEM 3.  LEGAL PROCEEDINGS.

     The Company  was a defendant  in certain  shareholder  litigation  filed on
December 19, 1997 in federal court,  Rudd, et al. v. Suburban Lodges of America,
                                     -------------------------------------------
et al.; Civil Action  No. 1 97-CV-3758-HTW (N.D. Ga.), related  to the Company's
-------
stock offering on October 14, 1997.  This litigation has been dismissed.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were  submitted to a vote of security  holders of the Registrant
during the fourth quarter of the fiscal year covered by this Report.

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

PRICE RANGE OF COMMON STOCK

     The  Company's  Common Stock is quoted on the Nasdaq Stock Market under the
symbol "SLAM."  Although the Company had only  approximately  75 shareholders of
record on March 1,  2000,  it  believes  based on  information  supplied  by its
Transfer Agent,  that the Company had  approximately  2,200 beneficial owners of
its  common  stock on that  date.  The high and low  transaction  prices for the
common stock as reported on the Nasdaq Stock Market as set forth below.

<TABLE>
<CAPTION>

                                                                                PRICE RANGE
                                                                            --------------------
            YEAR ENDED DECEMBER 31, 1999                                     HIGH        LOW
                                                                              ----        ---
<S>                                                                         <C>          <C>
            First Quarter...........................................         $9.75       $5.31

            Second Quarter .........................................          7.19        6.06

            Third Quarter...........................................          6.88        5.50

            Fourth Quarter..........................................          6.19        4.75

            YEAR ENDED DECEMBER 31, 1998

            First Quarter...........................................        $18.25       12.25

            Second Quarter .........................................         19.38       14.63

            Third Quarter...........................................         16.00        6.25

            Fourth Quarter..........................................          9.81        6.25
</TABLE>

     The  Company  has not paid cash  dividends  on its Common  Stock  since its
inception as a public  company in May 1996.  The Board of  Directors  intends to
continue a policy of  retaining  earnings to finance the  Company's  growth and,
therefore,  does not  anticipate  paying any cash  dividends in the  foreseeable
future.


ITEM 6. SELECTED FINANCIAL DATA

     The  accompanying  selected  financial and  operating  data is presented in
thousands,  except for per share data,  operating  data and the number of hotels
open at the end of each period.


<TABLE>
<CAPTION>
                                              1999            1998            1997             1996            1995
                                         =============== ===============  ==============  =============== ===============
FOR THE YEAR:
<S>                                           <C>             <C>             <C>              <C>              <C>
Hotel revenues                                $  62,466        $ 44,756        $ 21,822          $ 8,349         $ 4,727
Franchise and other revenue                       3,446           1,702           1,373              917             460
                                         =============== ===============  ==============  =============== ===============
Total revenue                                    65,912          46,458          23,195            9,266           5,187

Hotel operating expenses                         32,876          22,754          11,204            3,910           2,072

Income from operations                           17,520          12,353           7,107            3,031           1,755

Net income <F1>                                   8,045           2,562           6,724            2,385             677

Earnings per share:
   Basic and diluted                             $ 0.53          $ 0.17          $ 0.53
   Pro forma <F2>                                                                                 $ 0.31

Operating Data <F3>:
   Average weekly rate >F4>                    $ 191.18        $ 174.85        $ 157.27         $ 155.84        $ 136.19
   Weekly RevPAR <F4>                          $ 150.00        $ 142.60        $ 134.13         $ 138.92        $ 130.93

AT YEAR END:
Total assets                                   $321,082        $307,298        $242,854         $131,000        $ 15,004

Long-term debt                                   97,891          74,735          25,005           15,000          13,818

Cash dividends declared                            None            None            None             None             N/A

Number of hotels open:
   Owned                                             61              53              39               14               6
   Franchised                                        92              30              17               10               6
                                         =============== ===============  ==============  =============== ===============
   System-wide                                      153              83              56               24              12

___________________________

<FN>
N/A - Not applicable.

<F1> Prior  to the  Company's  initial  public  offering  on May 29,  1996,  the
     Company's  hotels  were owned by  entities  that were not subject to income
     taxes.  Accordingly,  net  income  for 1995 and a portion  of 1996 does not
     reflect a provision for income taxes with respect to earnings  generated by
     the Company's hotels.

<F2> Prior to the Company's  initial public offering on May 29, 1996, the number
     of outstanding shares of the Company was substantially less than the number
     of such shares outstanding after the initial public offering.  Accordingly,
     the  Company  believes  that  the  presentation  of  historical  per  share
     information  for periods prior to 1997 is not  meaningful.  For comparative
     purposes,  pro forma  earnings  per share for the year ended  December  31,
     1996,  have been  calculated by dividing net income adjusted to provide for
     income  taxes  assuming a 37.5%  effective  income tax rate by the weighted
     number of shares of common stock deemed to have been outstanding during the
     period.

<F3> Data is for Company-owned hotels.

<F4> Data  is  calculated  starting  on  the  first  day  of  the calendar month
     following the month in which the hotel was opened.
</FN>
</TABLE>


<PAGE>


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

COMPARISON  OF THE YEAR ENDED  DECEMBER 31, 1999 TO THE YEAR ENDED  DECEMBER 31,
1998

Hotel revenues increased by $17.7 million, or 40%, from $44.8 million in 1998 to
$62.5 million in 1999. The largest  portion ($10.4  million) of the increase was
attributed  to the fourteen  hotels that opened or were  acquired by the Company
during 1998 and operated  throughout  1999.  Nine hotels that opened during 1999
accounted  for $6.4 million of the increase.  Thirty-eight  hotels that operated
throughout  both 1998 and 1999  accounted  for $1.8  million of the  increase in
hotel revenues.  These  thirty-eight  hotels  increased  their combined  Average
Weekly Rate (AWR) by 8%, from  $172.05 to $185.35.  Occupancies  at these hotels
declined from 84.0% to 81.7%,  while Weekly  Revenue per Available Room (RevPAR)
increased  5.0%,  from $144.68 to $151.39.  For all  Company-owned  hotels,  AWR
increased to $191.18 in 1999 from $174.85 in 1998,  occupancy  declined to 78.6%
in 1999 from 81.8% in 1998, and RevPAR increased to $150.00 in 1999 from $142.60
in 1998.

The increases  contributed by these three groups of hotels were offset by a $1.0
million decrease in hotel revenues in a hotel that was owned and operated by the
Company throughout 1998 and was sold to a franchisee in February 1999.

Franchise and other revenues increased by $1.7 million, or 102%, to $3.4 million
in 1999.  The largest  portion ($0.7  million) of the increase was attributed to
the larger number of franchisees for the Suburban Lodge hotel brand. At December
31, 1999, 46 franchised Suburban Lodge hotels were operating as compared with 30
at December  31,  1998.  Another  $0.7 million of the increase was the result of
increased  management  fees. At December 31, 1999, the Company managed 20 hotels
for its  franchisees,  including one hotel that was in the process of conversion
to a Suburban Lodge hotel.  At December 31, 1998, the Company  managed 11 hotels
for its franchisees.  Revenues  attributable to franchise fees and royalties for
the GuestHouse  International  brand,  which was acquired on June 1, 1999,  were
approximately  $0.6 million.  Development  fees declined by  approximately  $0.2
million from 1998 to 1999.

During  1999,  the  Company  substantially  increased  its focus on  franchising
activities  in  order  to  enable  future   growth  in  a   significantly   less
capital-intensive manner than had been the case in previous years.  Accordingly,
hotel  revenues  are expected to grow more slowly in 2000 and future years while
the growth of fee-based revenues is expected to accelerate.  In this regard, the
Company  anticipates  that it will  open  only  three to four new  Company-owned
hotels in 2000 but that openings of franchised hotels will accelerate commencing
in the second half of the year.

Hotel operating expenses increased  approximately  $10.1 million, or 44.5%, from
$22.8 million in 1998 to $32.9  million in 1999.  The most  significant  portion
($5.4  million) of the increase  was  attributable  to the fourteen  hotels that
opened or were  acquired by the Company  during 1998 and operated a full year in
1999. The nine hotels that opened during 1999


<PAGE>

accounted for $3.6 million of the increase in hotel operating  expense while the
thirty-eight  hotels that operated the full year in both 1998 and 1999 accounted
for $1.5 million of the increase.

The increases attributable to these three groups of hotels were offset by a $0.4
million  decrease in hotel  expenses in the hotel that was owned and operated by
the Company throughout 1998 and was sold to a franchisee in February 1999.

Corporate operating expenses increased to $8.0 million, approximately double the
amount of such expenses for 1998. Of this increase,  approximately  $0.9 million
was  attributable  to operating  expenses  incurred by GuestHouse  International
subsequent to its June 1, 1999,  acquisition by the Company.  Additionally,  the
amount  of  corporate  overhead  that  was  project-related,  and  is  therefore
capitalized as  land-acquisition  or  hotel-construction  cost, was $1.8 million
less  in 1999  than in  1998.  Excluding  the  incremental  impact  on  reported
operating  expenses of  GuestHouse  International  and lower  capitalization  of
project-related  expenses,  corporate  operating  expenses in 1999  increased by
17.2% over such amounts for 1998.  The primary  reason for this increase is $1.3
million for additional staffing needed to support the growth of the business.

Depreciation and  amortization  increased by $3.0 million,  or 54.2%,  from $5.5
million in 1998 to $8.5  million in 1999.  Of this  increase,  $0.3  million was
attributable   to  leasehold   improvements   and  equipment  at  the  corporate
headquarters.  Hotel properties  accounted for $2.5 million of the increase.  In
addition,  $0.2 million was  attributable to amortization of certain  intangible
assets  (franchise  contract rights and goodwill)  recognized in connection with
the GuestHouse International acquisition.

The  largest  portion  ($1.2  million)  of  the  increase  in  depreciation  and
amortization  for hotel  properties was attributable to the fourteen hotels that
opened or were  acquired  by the  Company in 1998.  The nine  hotels that opened
during 1999  accounted  for $1.0  million of the  increase  and the thirty eight
hotels that operated throughout both 1998 and 1999 accounted for $0.4 million of
the  increase.  These  increases  were  offset  by a $0.1  million  decrease  in
depreciation  expense on the hotel  that was sold to a  franchisee  in  February
1999.

Interest  income  earned on excess funds  invested  during 1999 was $1.4 million
compared to $2.2 million for 1998.  The  decrease in interest  income was due to
lower invested cash balances during 1999.

Interest expense,  net of interest  capitalized of $1.9 million and $3.9 million
in 1999 and 1998,  respectively,  was $6.4  million in 1999 and $0.2  million in
1998. The increase in total interest  charges  incurred was due to higher levels
of debt  outstanding.  See the "Liquidity and Capital  Resources"  section for a
discussion of the Company's debt strategy.


<PAGE>

The effective  income tax rate for 1999 was 36.9% compared to 31.8% in 1998. The
increase in 1999 was  primarily due to higher  effective  state income tax rates
and a reduction  in the amount of interest  income that was exempt from  federal
income tax.

COMPARISON  OF THE YEAR ENDED  DECEMBER 31, 1998 TO THE YEAR ENDED  DECEMBER 31,
1997

Total hotel  revenue  for the year ended  December  31, 1998 was $44.8  million,
which was an increase of $22.9  million,  or 105%,  over the year ended December
31, 1997.  Room revenue  increased by $23.3 million,  of which $11.8 million was
attributable  to the full year  results of 31 mature  hotels  (hotels  that have
operated for at least twelve full calendar months). The increase in mature hotel
room revenue was impacted by an increase in the AWR from $152.82 to $167.76, and
a decrease in occupancy from 91% to 87%. On July 31, 1998, the Company  acquired
two  existing  hotels from a  franchisee.  The total room revenue from these two
properties subsequent to their acquisition was $0.8 million. In addition,  $10.8
million of the  increase in room  revenue was  attributable  to hotels open less
than a full year.  Occupancy for all Company hotels decreased from 85% to 82% as
a result of the ramp up  associated  with 22 hotels  open less than  twelve full
calendar months.  However, the AWR for all Company hotels increased from $157.27
to $174.85.

Franchise  and  other  revenue  from  corporate  operations  for the year  ended
December 31, 1998, which includes management, franchise and development revenue,
was $1.7 million, compared to $1.4 million for the year ended December 31, 1997.
Management fees increased from $14,000 to $353,000 as a result of fees earned on
11 agreements to manage hotels for franchisees.

Franchise revenue for the year increased $0.4 million, from $0.7 million in 1997
to $1.1 million in 1998.  The franchise  revenue for the year ended December 31,
1998  reflects $0.4 million in initial  franchise  fees,  representing  15 hotel
openings  compared to $0.3 million and 12 hotel  openings  during the year ended
December 31, 1997. Franchise royalties and other revenue on open hotels was $0.7
million for the year ended  December  31,  1998.  Development  and  construction
revenue  totaled $0.2 million for the year ended December 31, 1998,  compared to
$0.6 million for the year ended December 31, 1997.

Hotel operating expenses increased $11.6 million,  or 103%, to $22.8 million for
the year ended December 31, 1998, from $11.2 million for the year ended December
31, 1997. Of this increase,  $4.9 million  relates to the increase in the mature
properties,  which  includes the full year expenses for 17 properties  opened or
acquired during 1997, and $6.7 million  pertains to the opening and year-to-date
expenses for the 22 hotels that opened or were acquired in 1998. Hotel operating
margins at all  Company  hotels  remained  relatively  constant at 49.2% in 1998
compared to 48.7% for 1997,  reflecting the stabilized  margins at the 31 mature
hotels.

Corporate  operating expenses  increased $1.7 million,  or approximately 76%, to
$4.0 million due to additional staffing in the financial,  management,  training
and marketing segments of the business, as well as office rent,



<PAGE>

travel  expenses,   insurance,  legal  expenses  and  other  professional  fees.
Depreciation  and  amortization  increased  to $5.5  million  from $2.6  million
reflecting both the full year expense for the 1997 hotel openings as well as the
partial year expense for the 1998 openings and  acquisitions.  Interest  expense
increased  to $202,000  for the year ended  December  31,  1998.  This  increase
reflects interest,  net of amounts capitalized to construction in progress,  and
loan amortization costs associated with a Senior Credit Facility.

On July 9, 1998, the Company  purchased an interest rate lock in connection with
the planned public issuance of $100 million in subordinated debt.  Subsequent to
the purchase of the rate lock, demand in the public market for subordinated debt
declined  dramatically.  Therefore,  the  Company  abandoned  the  planned  debt
offering.  Interest rates fell significantly  after the purchase of the interest
rate lock,  even though such rates were at then  historical  lows at the time of
purchase,  and the Company  incurred a $10.4 million loss upon settlement of the
rate lock on December 3, 1998. In total,  $10.6 million was charged against 1998
earnings for losses  incurred in  connection  with the rate lock and for certain
legal, accounting and other costs associated with the abandoned debt offering.

As the public debt market demand declined,  markets for other forms of debt also
became more volatile.  Due to the uncertain  outlook for financing,  the Company
substantially reduced its development  activities beginning in September 1998. A
decision  was made to defer or cancel the  purchase of several  potential  hotel
sites that had not yet been  acquired.  Accordingly,  costs of $2.0 million were
recorded  in 1998 to  recognize  the  losses  incurred  in  connection  with the
abandonment of such sites. The Company also incurred lease  abandonment costs of
$218,000 in connection with its move to a new  headquarters  building during the
fourth quarter of 1998.

Excess  funds  were  invested  to  generate  interest  income for the year ended
December  31, 1998 of $2.2  million  compared to $3.0 million for the year ended
December 31, 1997.  The  decrease in interest  income was due to lower  invested
cash  balances in 1998,  as funds  derived from a secondary  offering in October
1997 were deployed in the acquisition of land,  construction of new hotels,  and
the acquisition of two existing hotels.

SEASONALITY

Following their initial ramp-up, the Company's hotels typically experience lower
average  occupancy  rates and total  revenues  in the first and fourth  calendar
quarters of each year.

LIQUIDITY AND CAPITAL RESOURCES

From May 29,  1996,  the date of the  Company's  initial  public  offering  (the
"IPO"),  through  December 31, 1998,  the Company  pursued a strategy of growing
principally through hotel development.  Accordingly, the number of Company-owned
hotels grew from eight at May 29,  1996,  to 53 at December  31,  1998.  Capital
spending during this period exceeded $200 million and the principal sources of


<PAGE>

capital included the proceeds from the 1996 IPO and two subsequent public equity
offerings  during 1997,  borrowings  under a bank credit  facility and operating
cash flow.

During the latter  portion of 1998,  the Company  revised  its debt  strategy to
emphasize more  traditional  longer-term  mortgages  rather than relying on bank
lines of credit with shorter final maturities. On December 30, 1998, the Company
completed a financing  transaction  under which it granted mortgages on 27 hotel
properties  and received $75.5 million in loan  proceeds.  The  properties  were
divided  into  five  separate  pools;  however,  each  pool had the same  terms.
Interest is charged at 8.25%, a 25-year amortization  schedule is used resulting
in monthly  payments  of  principal  and  interest  totaling  $596,000,  and the
balances  of the loans are  payable in full on January 1, 2009.  The bulk of the
loan proceeds,  or $65 million, was used to repay the  then-outstanding  balance
under the Company's bank credit  facility.  The balance of the loan proceeds was
included in "cash and cash equivalents" in the December 31, 1998 balance sheet.

In March  1999,  the  Company and the bank group  agreed to  terminate  the bank
credit facility prior to its otherwise scheduled maturity of December 15, 2000.

On March 31, 1999,  the Company  completed a $10.3 million  financing  agreement
consisting of individual  mortgage loans on three hotel properties.  The initial
weighted average interest rate for the loans was 8.38%, adjustable at the end of
each  three-year  period to rates based on prime plus an average  margin of 62.5
basis  points.  Monthly  loan  payments  of  $88,000  are  based on a  principal
amortization  period of 20 years. Final maturity dates are March 1, 2005 for one
of the loans and March 1, 2008 for the others.

On June 7, 1999,  the Company  completed a $13.7 million  financing  transaction
under which it granted  mortgages on five hotel  properties  and received  $13.7
million in loan  proceeds.  The interest  rate of 8.8% is fixed for the ten-year
term of the loan. The loan requires  monthly  payments of principal and interest
totaling $113,000 based on a 25-year amortization schedule. Final payment of the
loan is due July 1, 2009.

The loan  transactions  outlined above provided  approximately  $34.5 million of
cash available for use in 1999.  Operations  also provided  approximately  $14.8
million  of cash  in 1999  and the  sale  of a hotel  to a  franchisee  provided
approximately  $4.4  million.  This cash was utilized  primarily to complete the
acquisition of four sites and construct ten hotels ($33.9  million),  repurchase
the  Company's  common stock ($10.0  million)  and repay  mortgage  loans on two
hotels that had been acquired in 1998 ($6.6 million).

In the future,  the Company  expects  its cash  requirements  to be met by funds
generated  from   operations,   occasional   sales  of  its  hotel   properties,
construction  loans  made to build  out  certain  of its  unimproved  sites  and
borrowings  under a bank line of credit that was executed in February  2000. The
bank line of credit  provides a revolving  credit facility for amounts up to $15
million.  Borrowings  under this facility will bear  interest,  at the Company's
option,  at (i) the  bank's  prime  rate or (ii) the  Euro-Rate  plus 275  basis
points. Borrowings under the credit facility are secured by a pool of nine hotel
properties.



<PAGE>

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to changes in interest rates primarily as a result of the
use of debt in the normal  course of its  business to fund the  construction  of
hotels.

At December 31, 1998, the Company had debt  outstanding  totaling $82.2 million.
Approximately  $75.5 million of this amount was  represented  by mortgage  loans
with an interest  rate of 8.25% that is fixed until the debt  matures on January
1, 2009.  Another $6.6 million was  represented by mortgage notes assumed in the
acquisitions of two hotels during 1998. The Company  intended to, and did, repay
these loans in the ensuing year.

During  1999,  the Company  issued  additional  debt of $24.6  million.  Of this
amount, $13.7 million was represented by mortgage loans with an interest rate of
8.8% that is fixed until the debt matures on July 1, 2009. Another $10.3 million
was  represented  by three  mortgage  loans  with an  initial  weighted  average
interest rate of 8.38%. The rates on all three loans automatically  adjust to an
average  rate of 0.625%  over the prime  rate on April 1,  2002.  The rates will
remain fixed at this  newly adjusted rate until April 1, 2005, at which time one
of the  loans  will  mature  and the  other  two  will  re-adjust  based  on the
then-current prime interest rate.

Except for reductions in the loan balances  resulting from scheduled  amortizing
payments, the Company presently intends to hold all of the loans described above
until their scheduled maturities. Accordingly, a change in market interest rates
is not expected to impact the cost of these obligations until March 31, 2002.

The  Company's  cash and  cash  equivalents  are  short-term  and  highly liquid
investments  with original  maturities of three months or less.  Accordingly,  a
change in market interest rates has a nearly immediate effect on interest earned
by the Company on its invested cash.  For the  foreseeable  future,  the Company
reasonably  expects that its average invested cash balance will approximate $6.0
million.  Accordingly,  each one percent  change in market  interest  rates will
change interest income by approximately $60,000 per annum.

RECENT ACCOUNTING PRONOUNCEMENTs

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments and Hedging Activities" ("SFAS 133"), which was modified by SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective  Date of FASB Statement No. 133." SFAS 133 requires that an entity
recognize all  derivatives  as either assets or liabilities in the balance sheet
and measure those instruments at fair value. The Company plans to adopt SFAS 133
beginning  in the  first  quarter  of 2001 and does not  presently  expect  such
adoption to have any effect on the Company's financial statements at that time.




<PAGE>

FORWARD LOOKING STATEMENTS

Certain statements in this Annual Report constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking  statements are generally identified by words such as "expects",
"believes",   "anticipates",   etc.,   and  involve  known  and  unknown  risks,
uncertainties and other factors which may cause the actual results, performances
or achievements  of the Company to be materially  different from the expectation
expressed  or implied in such  statements.  Such  factors  include,  among other
things,  uncertainty  as to economic  conditions  and interest  rates,  consumer
demand for extended-stay and other forms of lodging, the level of competition in
the  extended-stay  and other lodging markets,  financial  markets,  development
efficiencies,  weather delays,  zoning delays, the Company's financial condition
and its  ability to maintain  operational  and  financial  systems to manage the
rapid growth it has experienced.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  information  required  by this Item is  included  in Item 7,  "Management's
Discussion and Analysis of Financial Condition and Results of Operations," under
the caption "Quantitative and Qualitative Disclosures About Market Risk."


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Independent Auditors' Report, the Consolidated Financial Statements and
Notes to the  Consolidated  Financial  Statements  and the  Financial  Statement
Schedule  that  appear on pages F-1  through  F-16  herein are  incorporated  by
reference.


ITEM 9. CHANGES  IN   AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE.

     None.

<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information contained under the heading "Information about the Nominees
and the Continuing  Directors" in the definitive  Proxy  Statement to be used in
connection  with the  solicitation  of proxies  for the  Company's  2000  Annual
Meeting of Shareholders, to be filed with the Commission, is incorporated herein
by  reference.  Pursuant  to  instruction  3 to  paragraph  (b) of  Item  401 of
Regulation S-K, information relating to the executive officers of the Company is
included in Item 1 of this Report.


ITEM 11.  EXECUTIVE COMPENSATION.

     The information  contained under the headings  "Compensation  of Directors"
and "Executive  Compensation"  in the definitive  Proxy  Statement to be used in
connection  with the  solicitation  of proxies  for the  Company's  2000  Annual
Meeting of Shareholders, to be filed with the Commission, is incorporated herein
by reference. In no event shall the information contained in the Proxy Statement
under the heading  "Shareholder Return Performance Graph" be deemed incorporated
herein by such reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  information  contained  under the  heading  "Beneficial  Ownership  of
Securities and Voting  Rights-Voting  Securities  and Principal  Holders" in the
definitive  Proxy  Statement to be used in connection  with the  solicitation of
proxies for the Company's 2000 Annual Meeting of Shareholders,  to be filed with
the Commission, is incorporated herein by reference. For purposes of determining
the aggregate market value of the Company's voting stock held by  nonaffiliates,
shares held by all  directors  and  executive  officers of the Company have been
excluded.  The  exclusion  of such  shares is not  intended  to,  and shall not,
constitute a  determination  as to which persons or entities may be "affiliates"
of the Company as defined by the Commission.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information  contained under the heading "Certain  Transactions" in the
definitive  Proxy  Statement to be used in connection  with the  solicitation of
proxies for the Company's Annual Meeting of  Shareholders,  to be filed with the
Commission, is incorporated herein by reference.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) The following  financial  statements and notes thereto are  incorporated  by
reference in Item 8 of this Report:


     1. FINANCIAL STATEMENTS

        DESCRIPTION
        -----------

        Independent Auditors' Report
        Consolidated  Balance Sheets at December 31, 1999 and 1998
        Consolidated Statements of Operations for the years ended December 31,
            1999, 1998 and 1997
        Consolidated Statements of Changes in Shareholders' Equity for the years
            ended December 31, 1999, 1998 and 1997
        Consolidated  Statements of Cash Flows for the years ended December 31,
            1999, 1998 and 1997
        Notes to Consolidated Financial Statements

     2. FINANCIAL STATEMENT SCHEDULES

        Schedule V - Valuation and Qualifying Accounts

        All other schedules have been omitted since such  information  is either
included in the financial statements or notes or is not required.

     3. EXHIBITS

        The exhibits set forth  below are required  to be filed with this Report
pursuant to Item 601 of Regulation S-K:

<PAGE>

<TABLE>
<CAPTION>
                                                         INCORPORATED BY
                                                           REFERENCE TO                                              EXHIBIT
  EXHIBIT                                              REGISTRATION OR FILE       FORM OF                           NUMBER IN
    NO.                    DESCRIPTION                        NUMBER              REPORT        DATE OF REPORT       REPORT
------------- -------------------------------------- ------------------------- -------------- -------------------- ------------
<C>           <S>                                           <C>                <C>             <C>                   <C>
3.1           Amended and Restated Articles of the           333-2876               S-1        March 28, 1996**        3.1
              Company
3.2           Amended and Restated By-laws of the           000-28108              10-K          March 28,1997         3.2
              Company, Amended as of March 17, 1997
4.1           Form of Common Stock Certificate of            333-2876            Amendment        May 7, 1996          4.1
              the Company                                                      No. 1 to S-1
10.1          Form of Acquisition Agreement and              333-2876               S-1         March 28, 1996        10.1
              Plan of Merger (with accompanying
              schedule)
10.2          Purchase and Sale Agreement by and             333-2876               S-1         March 28, 1996        10.2
              between Suburban Holdings, L.P. and
              Gulf Coast Associates, Ltd.
10.3          Purchase and Sale Agreement by and             333-2876               S-1         March 28, 1996        10.3
              between Suburban Holdings, L.P. and
              Omnicorp Resources, Inc.
10.4          Form of Agreement and Consent of               333-2876               S-1         March 28, 1996        10.4
              Partners of each of the Affiliated
              Entities and Third Party Sellers
10.5          Suburban Lodges of America, Inc.               333-2876            Amendment        May 7, 1996         10.5
              Stock Option and Incentive Award Plan                            No. 1 to S-1
10.6          Suburban Lodges of America, Inc.               333-2876            Amendment        May 7, 1996         10.6
              Non-Employee Directors' Stock Option                             No. 1 to S-1
              and Fee Plan
10.7          Form of Indemnification Agreement              333-2876               S-1         March 28, 1996        10.7
              between Suburban Lodges of America,
              Inc. and its directors and officers
10.8          Registration Rights Agreement among            333-2876               S-1         March 28, 1996        10.8
              Suburban Lodges of America, Inc. and
              Certain Shareholders
10.9          Form of Franchise Agreement, as               333-35871           Amendment      October 9, 1997       10.9.a.
              amended                                                          No. 2 to S-3
10.10         Form of Development and                        333-2876               S-1         March 28, 1996        10.10
              Design/Building Agreement
10.11         Form of Management Agreement                   333-2876               S-1         March 28, 1996        10.11
10.12         Management Agreement between                   333-2876               S-1         March 28, 1996        10.12
              Suburban Management, Inc. and Gulf
              Coast Associates, Ltd.
10.13         Consulting Agreement with Legacy               333-2876               S-1         March 28, 1996        10.13
              Securities Corp.
10.14         Acknowledgment and Agreement between           333-2876               S-1         March 28, 1996        10.14
              Suburban Lodges of America, Inc. and
              Young Consulting, Inc. re. Company's
              proprietary computer software
10.15         Suburban Lodge 401(k) Savings Plan             333-2876               S-1          May 20, 1996         10.15
10.16         Rights Agreement                               333-2876            Amendment        May 7, 1996         10.16
                                                                               No. 1 to S-1
10.17         Commitment Letter for the Line of              333-2876            Amendment        May 7, 1996         10.17
              Credit                                                           No. 1 to S-1
10.18         Preliminary Agreement for a License           000-28108              10-K         March 28, 1997        10.18
              to Develop a Suburban Lodge Unit
              between Suburban- Franchise Systems,
              Inc. and E.E.B. Lodging Systems LLC
10.19         Preliminary Agreement for a License           000-28108              10-K         March 28, 1997        10.19
              to Develop a Suburban Lodge Unit
              between Suburban-Franchise Systems,
              Inc. and E.E.B. Lodging Systems LLC
              II
10.20         Development and Design/Build                  000-28108              10-K         March 28, 1997        10.20
              Agreement for Suburban Lodge of
              Arlington South
10.21         Development and Design/Build                  000-28108              10-K         March 28, 1997        10.21
              Agreement for Suburban Lodge of
              Lewisville, Texas
10.22         Registration Rights Agreement among           000-28108               8-K         March 17, 1997        10.19
              the Registrant and Certain
              Shareholders

<PAGE>

10.23         Office Lease between the Registrant           333-35871           Amend-ment      October 9, 1997       10.20
              and Massachusetts Mutual Life                                    No. 2 to S-3
              Insurance Company
10.24         Deed to Secure Debt and Security              000-28108              10-K          March 31, 1999       10.24
              Agreement with Finova Realty Capital
              Inc. and schedule of omitted
              documents
10.25         Promissory Note to Finova Realty              000-28108              10-K          March 31, 1999       10.25
              Capital Inc. and schedule of omitted
              documents
10.26         Security Agreement in favor of                000-28108              10-K          March 31, 1999       10.26
              Finova Realty Capital Inc. and
              schedule of omitted documents
10.27         Assignment of Franchise Agreements            000-28108              10-K          March 31, 1999       10.27
              and Franchisor's Consent and
              Subordination of Franchise
              Agreements in favor of Finova Realty
              Capital Inc. and schedule of omitted
              documents
10.28         Change of Control Agreement                   000-28108              10-K          March 31, 1999       10.28
10.29         8.375% Adjustable Rate Note of                    *
              Suburban Holdings, L.P. dated March
              31, 1999 in the amount of
              $4,000,000.00 in favor of Empire
              Financial Services, Inc., guaranteed
              by the Registrant, and schedule of
              omitted similar documents
10.30         Unconditional Guaranty of Payment                 *
              and Performance to Empire Financial
              Services, Inc. dated March 31, 1999
              and schedule of omitted similar
              documents
10.31         Line of Credit Note dated February                *
              18, 2000 in the face amount of
              $15,000,000 in favor of Southtrust
              Bank, N.A.
10.32         Additional schedule of omitted                    *
              similar documents (filed herewith)
              to Deed to Secure Debt and Security
              Agreement with Finova Realty Capital
              Inc. incorporated by reference to
              Exhibit 10.24 to the Company's
              Annual Report on Form 10-K for the
              year ended December 31, 1998
10.33         Additional schedule of omitted                    *
              similar documents (filed herewith)
              to Promissory Note to Finova Realty
              Capital Inc. incorporated by
              reference to Exhibit 10.25 to the
              Company's Annual Report on Form 10-K
              for the year ended December 31, 1998
10.34         Additional schedule of omitted                    *
              similar documents (filed herewith)
              to Security Agreement in favor of
              Finova Realty Capital Inc.
              incorporated by reference to Exhibit
              10.26 to the Company's Annual Report
              on Form 10-K for the year ended
              December 31, 1998
10.35         Additional schedule of omitted                    *
              similar documents (filed herewith)
              to Assignment of Franchise
              Agreements and Franchisor's Consent
              and Subordination of Franchise
              Agreements in favor of Finova Realty
              Capital Inc. incorporated by
              reference to Exhibit 10.27 to the
              Company's Annual Report on Form 10-K
              for the year ended December 31, 1998
10.36         Area Development Agreement dated as               *
              of March 3, 1998 between GuestHouse
              International LLC and Western Steel,
              Inc., together with the First
              Amendment and the Montana Amendment
              thereto
21.1          Subsidiaries of the Registrant                000-28108              10-K          March 31, 1999       21.1
23.1          Consent of Deloitte & Touche, L.L.P.              *
27.           Financial Data Schedule (for SEC use only)        *

              *Filed herewith.
             **Originally filed on the date set forth above and refiled pursuant
to Regulation S-T on May 7, 1996.
</TABLE>


(b)  No reports on Form 8-K have been filed  during the last  quarter covered by
this report.

<PAGE>

                     INDEX TO FINANCIAL STATEMENTS
               AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

                                                                          Page
                                                                          ----

 Index to Consolidated Financial Statements and
    Consolidated Financial Statement Schedule ..........................   F-1
 Independent Auditors' Report...........................................   F-2
 Consolidated Balance Sheets at December 31, 1999 and 1998..............   F-3
 Consolidated Statements of Operations for the
    years ended December 31, 1999, 1998 and 1997.......................    F-4
 Consolidated Statements of Changes in Shareholders' Equity
    for the years ended December 31, 1999, 1998 and 1997...............    F-5
 Consolidated Statements of Cash Flows for the years ended
    December 31, 1999, 1998 and 1997...................................    F-6
 Notes to Consolidated Financial Statements............................    F-7
 Schedule V - Valuation and Qualifying Accounts........................    F-16



                                       F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Suburban Lodges of America, Inc.

We have audited the accompanying  consolidated balance sheets of Suburban Lodges
of America,  Inc.  ("Suburban Lodges") as of December 31, 1999 and 1998, and the
related consolidated  statements of operations,  changes in shareholders' equity
and cash flows for each of the three  years in the  period  ended  December  31,
1999. Our audits also included the  consolidated  financial  statement  schedule
listed  in the  Index to  Consolidated  Financial  Statements  and  Consolidated
Financial Statement Schedule.  These consolidated  financial  statements and the
consolidated  financial  statement  schedule are the  responsibility of Suburban
Lodges'  management.  Our  responsibility  is to  express  an  opinion  on these
financial statements and the financial statement schedule based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Suburban Lodges as of December 31, 1999 and 1998, and the  consolidated  results
of its operations and cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting  principles.
Also,  in our opinion,  the financial  statement  schedule,  when  considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia
February 23, 2000




                                      F-2
<PAGE>


Suburban Lodges of America, Inc.
Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                                 December 31,
                                                                                        -----------------------------
(in thousands)                                                                              1999            1998
-------------------                                                                     -------------   -------------
<S>                                                                                        <C>             <C>
Assets:
Current assets:
    Cash and cash equivalents                                                                $ 9,862        $ 19,178
    Accounts receivable, net of reserves of $191 (1999) and $99 (1998)                         2,196           2,032
    Hotel inventory and supplies                                                               2,290           1,684
    Prepaid and refundable income taxes                                                        1,163           2,754
    Deferred income taxes                                                                        448             904
    Prepaid expenses and other current assets                                                  1,511           1,255
                                                                                        -------------   -------------
        Total current assets                                                                  17,470          27,807
Property and equipment, net of accumulated depreciation
    and amortization of $18,600 (1999) and $10,764 (1998)                                    291,269         272,030
Notes receivable                                                                               4,992           5,455
Acquired intangible assets                                                                     3,617
Deferred loan costs                                                                            1,721           1,552
Other assets                                                                                   2,013             454
                                                                                        -------------   -------------
Total assets                                                                               $ 321,082       $ 307,298
                                                                                        =============   =============

Liabilities and shareholders' equity:
Current liabilities:
    Current portion of long-term debt                                                        $ 1,228         $ 7,465
    Construction accounts payable                                                              1,752           6,847
    Trade accounts payable                                                                     3,207           3,040
    Accrued property taxes                                                                     1,113             100
    Accrued wages and benefits                                                                   507             340
    Other accrued liabilities                                                                    615             815
    Income taxes payable                                                                                         316
    Other current liabilities                                                                    591             856
                                                                                        -------------   -------------
        Total current liabilities                                                              9,013          19,779
Long-term debt, excluding current portion                                                     97,891          74,735
Deferred income taxes                                                                          2,333           1,026
Other liabilities                                                                                 84             114
                                                                                        -------------   -------------
        Total liabilities                                                                    109,321          95,654
                                                                                        -------------   -------------
Shareholders' equity:
    Common stock, $0.01 par value per share, 100,000,000 shares authorized                       157             154
    Additional paid-in capital                                                               202,250         200,190
    Retained earnings                                                                         19,345          11,300
                                                                                        -------------   -------------
                                                                                             221,752         211,644
    Less treasury stock, at cost                                                               9,991
                                                                                        -------------   -------------
        Shareholders' equity, net                                                            211,761         211,644
                                                                                        -------------   -------------
Total liabilities and shareholders' equity                                                 $ 321,082       $ 307,298
                                                                                        =============   =============
</TABLE>

See notes to consolidated financial statements.


                                      F-3
<PAGE>
Suburban Lodges of America, Inc.
Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                                                      ------------------------------------------
(in thousands, except per share amounts)                  1999          1998            1997
-------------------------------------------           -----------    -----------     -----------
<S>                                                     <C>            <C>             <C>
Revenue:
    Hotel revenues                                      $ 62,466       $ 44,756        $ 21,822
    Franchise and other revenue                            3,446          1,702           1,373
                                                      -----------    -----------     -----------
        Total revenue                                     65,912         46,458          23,195
                                                      -----------    -----------     -----------

OPERATING COSTS AND EXPENSES:
    Hotel operating expenses                              32,876         22,754          11,204
    Corporate operating expenses                           7,961          3,975           2,254
    Lease termination costs                                                 218
    Site acquisition cancellation expense                    113          1,960
    Undeveloped site carrying costs                          119
    Depreciation and amortization                          8,468          5,492           2,630
                                                      -----------    -----------     -----------
                                                          49,537         34,399          16,088
    Gain on sale of hotel                                 (1,145)
    Gain on sale of land                                                   (294)
                                                      -----------    -----------     -----------
        Operating costs and expenses - net                48,392         34,105          16,088
                                                      -----------    -----------     -----------

INCOME FROM OPERATIONS                                    17,520         12,353           7,107

Other income (expense):
    Interest income                                        1,411          2,236           2,924
    Interest expense                                      (6,399)          (202)           (179)
    Public debt transaction abandonment costs                           (10,633)
    Other                                                    208                            200
                                                        ---------    -----------     -----------
Income before income taxes                                12,740          3,754          10,052
Provision for income taxes                                 4,695          1,192           3,328
                                                        ---------    -----------     -----------
NET INCOME                                               $ 8,045        $ 2,562         $ 6,724
                                                        =========    ===========     ===========

EARNINGS PER COMMON SHARE:
    Basic                                                 $ 0.53         $ 0.17          $ 0.53
    Diluted                                               $ 0.53         $ 0.17          $ 0.53

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING:
    Basic                                                 15,136         15,430          12,693
    Diluted                                               15,136         15,430          12,693
</TABLE>

See notes to consolidated financial statements.

                                      F-4
<PAGE>
Suburban Lodges of America, Inc.
Consolidated Statements of Changes in Shareholders' Equity

<TABLE>
<CAPTION>
                                             Common Stock                Additional               Treasury Stock
                                       -------------------------    Paid-in       Retained    -----------------------
(dollars in thousands)                    Shares       Amount       Capital       Earnings      Shares       Cost
---------------------------            -------------  ----------  -------------  -----------  ------------ ----------
<S>                 <C> <C>              <C>              <C>         <C>           <C>         <C>          <C>
BALANCES - DECEMBER 31, 1996             11,525,812       $ 115       $110,064      $ 2,014
Issuance of common stock
    for acquisition of four hotels          601,690           6         10,524
Issuance of common stock
    to non-employee directors                 1,725                         30
Issuances of common stock,
    net of offering costs                 3,300,000          33         79,542
Net income                                                                            6,724
                                       -------------  ----------  -------------  -----------
BALANCES - DECEMBER 31, 1997             15,429,227         154        200,160        8,738
Issuance of common stock
    to non-employee directors                 1,845                         30
Net income                                                                            2,562
                                       -------------  ----------  -------------  -----------
BALANCES - DECEMBER 31, 1998             15,431,072         154        200,190       11,300
Issuance of common stock
    in acquisition                          300,000           3          2,041
Issuance of common stock
    to non-employee directors                 3,000                         19
Acquisition of treasury stock                                                                   1,781,400    $ 9,991
Net income                                                                            8,045
                                       -------------  ----------  -------------  -----------  ------------ ----------
BALANCES - DECEMBER 31, 1999             15,734,072       $ 157       $202,250     $ 19,345     1,781,400    $ 9,991
                                       =============  ==========  =============  ===========  ============ ==========
</TABLE>

See notes to consolidated financial statements.


                                      F-5
<PAGE>

Suburban Lodges of America, Inc.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                    Year Ended December 31,
                                                                         --------------------------------------------
(in thousands)                                                               1999           1998            1997
-------------------                                                      -------------  -------------   -------------
<S>                                                                           <C>            <C>             <C>
Operating activities:
    Net income                                                                $ 8,045        $ 2,562         $ 6,724
    Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation and amortization                                           8,468          5,492           2,630
        Reserves for site acquisition cancellation                             (1,960)         1,960
        Net change in deferred income tax assets and liabilities                1,763           (368)            310
        Equity in loss of joint venture                                            11
        Stock compensation                                                         19             30              30
        Gain on sale of property                                               (1,145)          (294)
        Changes in operating assets and liabilities:
            Accounts receivable                                                  (164)          (370)         (1,440)
            Other current assets                                                  770         (2,973)         (1,625)
            Other assets                                                       (1,384)           117             (19)
            Trade accounts payable                                                167            994           1,105
            Other current liabilities                                             250            (87)            988
            Other liabilities                                                     (30)            33              86
                                                                         -------------  -------------   -------------
Net cash provided by operating activities                                      14,810          7,096           8,789
                                                                         -------------  -------------   -------------

Investing activities:
    Additions to property and equipment                                       (28,812)      (108,957)        (89,863)
    Proceeds from sale of property                                              4,405            885
    Increase (decrease) in construction accounts payable                       (5,095)         2,236           2,586
    Acquisitions, net of cash acquired                                         (1,481)        (2,279)
    Other                                                                          98         (3,086)         (2,800)
                                                                         -------------  -------------   -------------
Net cash used by investing activities                                         (30,885)      (111,201)        (90,077)
                                                                         -------------  -------------   -------------

Financing activities:
    Proceeds from issuance of long-term debt                                   24,589         75,530
    Principal payments on long-term debt                                       (7,670)           (58)        (12,507)
    Amounts borrowed under line of credit                                                     40,000          10,000
    Repayment of line of credit borrowings                                                   (65,000)
    Proceeds from issuance of common stock                                                                    79,575
    Purchase of treasury stock                                                 (9,991)
    Decrease (increase) in restricted cash                                                    11,000         (11,000)
    Net additions to deferred loan costs                                         (169)          (839)           (470)
                                                                         -------------  -------------   -------------
Net cash provided by financing activities                                       6,759         60,633          65,598
                                                                         -------------  -------------   -------------
Net decrease in cash and cash equivalents                                      (9,316)       (43,472)        (15,690)
Cash and cash equivalents at beginning of period                               19,178         62,650          78,340
                                                                         -------------  -------------   -------------
Cash and cash equivalents at end of period                                    $ 9,862       $ 19,178        $ 62,650
                                                                         =============  =============   =============

Supplemental cash flow disclosures:
    Cash paid for income taxes                                                $ 1,658        $ 3,163         $ 3,975
                                                                         =============  =============   =============
    Cash paid for interest expense, net of amounts capitalized                $ 6,631        $   195         $   170
                                                                         =============  =============   =============
</TABLE>

See notes to consolidated financial statements.

                                      F-6
<PAGE>

Suburban Lodges of America, Inc.
Notes to Consolidated Financial Statements

1.   DESCRIPTION OF BUSINESS

Suburban  Lodges  of  America,  Inc.  and its  subsidiaries  (collectively,  the
"Company") own, operate,  grant franchise rights to and manage for third parties
extended-stay hotels that operate under the Suburban  Lodge(R)  brand name.  The
Company also  franchises  and manages  hotels that operate under the  GuestHouse
International(R) brand name.

At December 31, 1999, 107 Suburban Lodge hotels were operating in 19 states. The
Company  owned and  operated  61 of these  hotels  and third  parties  owned the
remaining 46 hotels. The Company managed the operations of 19 of the third-party
hotels on behalf of the  franchisees  and  managed  an  additional  hotel that a
franchisee  was in the process of  converting  into a Suburban  Lodge hotel.  At
December  31, 1999,  independent  franchisees  owned and operated 46  GuestHouse
International  hotels in 16 states.  At December  31,  1999,  an  additional  46
Suburban  Lodge  hotels  (three   Company-owned,   43  franchised)   were  under
construction  or  development   and  an  additional  26  franchised   GuestHouse
International hotels were under construction, conversion or development.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The  consolidated  financial  statements  include the accounts and operations of
Suburban  Lodges  of  America,  Inc.  and  its  wholly-owned  subsidiaries.  All
significant  intercompany  balances  and  transactions  are  eliminated  in  the
preparation of such consolidated financial statements.

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

Revenue Recognition
Hotel revenues are recognized as earned.  Reserves are established for estimated
unrecoverable amounts.  Initial franchise fees are recognized in income when the
associated hotel has commenced operations. Development fees, management fees and
recurring franchise fees are recognized when earned.

Pre-Opening Costs
Non-capital  expenditures  incurred  prior to opening new hotels are expensed as
incurred.

Earnings per Common Share
Earnings per common share have been computed  under the  provisions of Statement
of Financial  Accounting Standards No. 128, "Earnings Per Share." The net income
amounts used in the  calculations of basic and diluted earnings per common share
are the same.  The average  numbers of common shares used in the  calculation of
basic and diluted  earnings  per common share are also the same as there were no
dilutive common share equivalents. At December 31, 1999, stock options under the
Company's  various stock option plans represented the only securities that could
potentially dilute earnings per common share in future periods.

Property and Equipment
Property  and  equipment  is  stated  at  cost.  The cost of land  includes  the
contractual  purchase price of the site, other costs incurred in connection with
its acquisition,  such as engineering and environmental  reports, and associated
overhead.  The cost of hotels  includes  the direct costs of  construction  plus
capitalized  interest and  construction  overhead  through the date the hotel is
substantially complete and ready for its intended use.

Hotels are depreciated on a straight-line basis over an estimated useful life of
40  years.   Corporate  office   leasehold   improvements  are  amortized  on  a
straight-line basis over the life of the related lease. Furniture,  fixtures and
equipment are depreciated on a straight-line  basis over estimated  useful lives
ranging from five to seven years.

                                       F-7
<PAGE>

Maintenance  and  repairs  are  charged to  operations  as  incurred,  and major
renewals and betterments are capitalized.  When property or equipment is sold or
otherwise  disposed  of,  the asset and  related  accumulated  depreciation  are
removed from the accounts, and the gain or loss is included in operations.

Acquired Intangible Assets
Acquired  intangible assets consist of franchise rights and goodwill.  Franchise
rights were recorded at their  estimated  fair value at the date of  acquisition
and are being amortized on a straight-line  basis over four years,  the expected
period to be benefited.  Goodwill  represents the excess of cost over fair value
of net assets acquired and is being amortized on a straight-line  basis over its
estimated useful life of 20 years.

Impairment of Long-Lived Assets
The Company  reviews the net carrying  value of its hotels and other  long-lived
assets if any facts and circumstances suggest that their recoverability may have
been impaired.  The Company believes that no such impairment  exists at December
31, 1999.

Deferred Loan Costs
Costs  associated with obtaining and maintaining  debt financing are capitalized
as deferred  loan costs,  and are  amortized  over the life of the related  debt
instrument.

Stock-Based Compensation
The Company  accounts for stock  options  using the  intrinsic  value method and
issues only stock  options that have an exercise  price that is equal to or more
than the fair value of the underlying shares at the date of grant.  Accordingly,
no compensation  expense is recorded in the accompanying  statements of earnings
with respect to the grant of stock options.

Reclassifications
Certain  reclassifications  have been  made to the  December  31,  1998 and 1997
financial statements to conform them to the December 31, 1999 presentation.

3.   ACQUISITIONS

On June 1, 1999,  the Company,  through a  wholly-owned  subsidiary,  GuestHouse
International  Franchise  Systems,  Inc.,  acquired  the  assets  of  GuestHouse
International,  LLC (the "1999 Acquisition"),  a franchisor of mid-scale lodging
facilities under the names GuestHouse International Inns, Hotels and Suites. The
total  purchase  price of $3,525,000,  including  transaction-related  expenses,
consisted of cash of $1,481,000 and 300,000 shares of the Company's common stock
with a market value of $2,044,000.

On July 31, 1998, the Company acquired two companies (the "1998  Acquisitions"),
each of which operates a Suburban Lodge hotel in Arlington,  Texas,  for a total
purchase price of approximately  $2.5 million in cash and the assumption of $6.6
million in notes payable.  A director of the Company was a minority  shareholder
in these two companies. A second director had an indirect family interest in the
two  companies.  Prior to the  acquisitions,  the  Company's  Board of Directors
(excluding those members of the Board with a direct or indirect  interest in the
companies  acquired)  reviewed and  approved  the terms of the related  Purchase
Agreements.

The  acquisitions  described in the  preceding  two  paragraphs  were treated as
purchases; accordingly, operations of the acquired companies are included in the
consolidated statements of operations commencing on the date of acquisition. The
Company's  allocation  of  purchase  price to assets  acquired  and  liabilities
assumed was as follows (in thousands):


                                       F-8

<PAGE>

                                                    The 1999          The 1998
                                                  Acquisition      Acquisitions
                                                --------------    --------------
      Property and equipment                                         $  9,971
      Acquired intangible assets                  $  3,633
      Other assets                                      90                420
                                                 ----------          ---------
      Total assets                                   3,723             10,391
      Notes payable                                                    (6,597)
      Other liabilities                               (198)            (1,289)
                                                 ----------          ---------
      Net assets acquired                            3,525              2,505
      Less cash acquired                                                 (226)
                                                 ----------          ---------
      Purchase price, net of cash                 $  3,525           $  2,279
                                                 ==========          =========

Had the 1999  Acquisition  occurred on January 1, 1998,  the Company's  reported
operating results would have been as follows (in thousands,  except earnings per
share amounts):

<TABLE>
<CAPTION>
                                                     Year Ended December 31,
                                                   ---------------------------
                                                      1999             1998
                                                   -----------       ---------
<S>                                                   <C>            <C>
       Total revenue                                  $ 66,382       $ 47,144

       Net earnings                                      7,818          1,868

       Primary and diluted earnings per share           $ 0.52         $ 0.12
</TABLE>

Results of operations for 1998 and 1997 would not have differed  materially from
reported results had the 1998 Acquisitions occurred on January 1, 1997.

On February 28, 1997,  the Company  purchased four  Atlanta-area  Suburban Lodge
hotels from a third-party  franchisee  in exchange for 601,690  shares of common
stock and the assumption of $12.5 million of debt.

4.  PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                                          December 31,
                                                                --------------------------------
                                                                     1999             1998
                                                                ---------------  ---------------
<S>                                                                 <C>              <C>
    Land and improvements, including land under development         $ 61,596         $ 53,223
    Buildings and improvements                                       214,293          175,198
    Furniture, fixtures and equipment                                 24,480           19,597
    Construction in progress                                           9,500           34,776
                                                                ---------------  ---------------
    Property and equipment, at cost                                $ 309,869        $ 282,794
                                                                ===============  ===============
</TABLE>

Additions  to hotels  for the years  ended  December  31,  1999,  1998 and 1997,
respectively,   included  $1,881,000,  $3,885,000  and  $1,711,000  of  interest
incurred on funds borrowed to finance construction.


                                       F-9

<PAGE>

5.  LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

                                                       December 31,
                                              ----------------------------
                                                 1999               1998
                                              -----------       ----------
8.25% fixed rate mortgage loans, due
    January 1, 2009                             $ 74,680         $ 75,530
8.8% fixed rate mortgage loans, due
    July 1, 2009                                  13,636
8.38% mortgage loans                              10,103
Capital leases                                        61              103
Other                                                639            6,567
                                               ---------         --------
                                                  99,119           82,200
Less current portion                               1,228            7,465
                                               ---------         ---------
Long-term debt, excluding current portion       $ 97,891          $ 74,735
                                               =========         =========

The 8.25% and 8.8%  mortgage  loans  require  monthly  payments of principal and
interest  totaling  approximately  $709,000  based  upon a 25-year  amortization
schedule.  A total of 32 Company-owned hotels are pledged as collateral on these
obligations.

The 8.38%  mortgage  notes  consist of individual  mortgage  loans against three
hotels.  The interest rates are adjustable at the end of each three-year  period
to rates based on prime plus an average  margin of 62.5 basis  points.  The loan
repayments  aggregating $88,163 per month are based on a principal  amortization
period of 20 years with a final  maturity  on March 1, 2005 for one of the loans
and March 1, 2008 for the other two loans.

On July 31, 1998, in  connection  with its  acquisition  of two  companies,  the
Company  assumed  certain notes with  outstanding  principal  balances  totaling
$6,597,000.  Under the terms of the related acquisition  agreement,  the Company
repaid these loans in full on March 31, 1999.

The  aggregate  maturities  of long-term  debt for the five years  subsequent to
December 31, 1999, are as follows (in thousands):

                Year ended December 31,
                2000                                 $ 1,228
                2001                                   1,431
                2002                                   1,526
                2003                                   1,663
                2004                                   1,786

Subsequent to December 31, 1999,  the Company  entered into an agreement  with a
commercial  bank under which the bank provides a revolving  credit  facility for
amounts up to $15,000,000.  Borrowings under this facility bear interest, at the
Company's  option,  at (i) the bank's prime rate or (ii) the Euro-Rate  plus 275
basis points. Borrowings under the credit facility are secured by a pool of nine
hotels.  Under  the terms of the  associated  Loan  Agreement,  the  Company  is
required to maintain  tangible net worth,  as defined,  of  $190,000,000  and to
satisfy certain other performance  criteria.  The Company was in compliance with
all such  requirements  as of February 23,  2000.  The credit  facility  expires
January 31, 2003.

                                      F-10

<PAGE>

6.   FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash equivalents,  accounts receivable, accounts payable,
and accrued liabilities reflected in the financial statements  approximates fair
value because of the short-term nature of these  instruments.  Based on interest
rates  currently  available  to the  Company  for  borrowings  similar  to those
reflected in the December 31, 1999 balance sheet, the Company estimates that the
fair value of its long-term debt was approximately $94.0 million.

7.   INCOME TAXES

The provisions for income taxes are summarized as follows (in thousands):
<TABLE>
<CAPTION>
                                                      Year Ended December 31,
                                              -----------------------------------------
                                                 1999            1998           1997
                                              ----------      -----------    ----------
<S>                                             <C>             <C>            <C>
Current income tax provision                    $ 2,932         $ 1,560        $ 3,018
Deferred income tax provision (credit)            1,763            (368)           310
                                              ----------      -----------    ----------
Total provision for income taxes                $ 4,695          $ 1,192       $ 3,328
                                              ==========      ===========    ==========
</TABLE>

The tax  effects  of  temporary  differences  that  comprise  the  deferred  tax
liabilities and assets are as follows (in thousands):
<TABLE>
<CAPTION>
                                                            December 31,
                                                   ------------------------------
                                                        1999            1998
                                                   -------------     ------------
<S>                                                    <C>              <C>
Gross deferred income tax liability:
Property and equipment                                 $ 2,453          $ 1,166
Other                                                       82
                                                      ---------        ---------
Total gross deferred income tax liabilities              2,535            1,166
                                                      ---------        ---------
Gross deferred income tax assets:
Net operating loss carryforward                            253              414
Unearned franchise fees                                    130              189
Unearned guest income                                      110              180
Reserves for site acquisition cancellation                                  104
Other                                                      157              157
                                                      ---------        ---------
Total gross deferred income tax assets                     650            1,044
                                                      ---------        ---------
Net deferred income tax liability                      $ 1,885            $ 122
                                                      =========        =========
</TABLE>

The following is a  reconciliation  of the statutory  federal income tax rate to
the Company's effective tax rates:
<TABLE>
<CAPTION>
                                                         Year Ended December 31,
                                               -------------------------------------------
                                                  1999            1998            1997
                                               -----------     -----------      ----------
<S>                                               <C>             <C>             <C>
Statutory federal income tax rate                 34.0 %          34.0 %          34.0 %
State income taxes                                 2.4             0.7             2.0
Income not subject to tax                         (0.5)           (4.4)           (2.9)
Other                                              1.0             1.5
                                               -----------     -----------      ----------
Effective income tax rate                         36.9 %          31.8 %          33.1 %
                                               ===========     ===========      ==========
</TABLE>

8.   SEGMENT AND RELATED INFORMATION

The Company operates in three reportable  business  segments,  hotel operations,
franchising  operations  and  corporate  and support  services.  The Company was
founded in 1987 as an owner-operator of economy  extended-stay hotels, the first
of which opened in 1988. Since that date, the majority of the Company's revenues
have been derived from its hotel  operations  segment,  primarily in the form of
room revenues.  Since 1992,  the Company has  franchised  the Suburban  Lodge(R)
brand to third parties. In 1999, the franchising operations segment was expanded
when the GuestHouse International(R) brand was added through an acquisition. The
corporate  and  support  services  segment  provides  hotel   management,   site
development  and  construction   management   services  to   Company-owned   and
independently franchised hotels. The corporate and support services segment also

                                      F-11

<PAGE>

provides general  management,  information  technology and other services to the
other  segments.   For  internal  reporting  purposes,   the  Company  allocates
management fees to  Company-owned  hotels.  Commencing in 1999, the Company also
allocates  franchise fees to Company-owned  hotels. The management and franchise
fees appear as  inter-segment  revenues  under the  appropriate  segments in the
following table.

The accounting  policies of the segments are the same as those  described in the
summary of significant accounting policies.

The Company  evaluates the performance of its operating  segments based upon net
operating income,  which is defined as income before income taxes,  nonrecurring
items,  interest income,  interest expense, gains on sales of property and other
non-operating income.

Summarized financial information concerning the Company's reportable segments is
shown in the following table (in thousands):
<TABLE>
<CAPTION>
                                                                            Corporate
                                             Hotel        Franchising      and Support
                                          Operations       Operations        Services          Total
                                         -------------   -------------    --------------   -------------
<S>                                        <C>              <C>              <C>             <C>
Year Ended December 31, 1999
Revenues from external customers           $ 62,466         $ 2,243          $ 1,203         $ 65,912
Intersegment revenues                                         2,493            3,117            5,610
Depreciation and amortization                 7,731             205              532            8,468
Net operating income (loss)                  16,133           1,176             (821)          16,488
Total assets                                300,704           4,439           15,939          321,082
Additions to property and equipment          27,198              12            1,602           28,812

Year Ended December 31, 1998
Revenues from external customers           $ 44,756         $ 1,079            $ 623         $ 46,458
Intersegment revenues                                                          2,241            2,241
Depreciation and amortization                 5,209              10              273            5,492
Net operating income (loss)                  14,552             193             (508)          14,237
Total assets                                285,252             867           21,179          307,298
Additions to property and equipment         107,721              17            1,219          108,957

Year Ended December 31, 1997
Revenues from external customers           $ 21,822           $ 701            $ 672         $ 23,195
Intersegment revenues                                                          1,090            1,090
Depreciation and amortization                 2,475               6              149            2,630
Net operating income (loss)                   7,058              57               (8)           7,107
Total assets                                227,469             518           14,867          242,854
Additions to property and equipment          89,124              16              723           89,863
</TABLE>

The following  table  provides a  reconciliation  of total segment net operating
income to the Company's reported income before income taxes (in thousands):

<TABLE>
<CAPTION>
Year Ended December 31,                                   1999            1998          1997
                                                      -----------     -----------   ------------
<S>                                                    <C>             <C>             <C>
Total segment net operating income                     $ 16,488        $ 14,237        $ 7,107
Interest income                                           1,411           2,236          2,924
Gains on property sales and
  other non-operating income                              1,353             294            200
Public debt transaction abandonment costs                               (10,633)
Site acquisition cancellation costs                        (113)         (1,960)
Lease termination costs                                                    (218)
Interest expense                                         (6,399)           (202)          (179)
                                                      ----------      ----------    -----------
Income before income taxes                             $ 12,740         $ 3,754       $ 10,052
                                                      ==========      ==========    ===========
</TABLE>

                                      F-12

<PAGE>

All of the Company's  revenues are derived in the United  States of America.  No
single customer accounts for ten percent or more of the Company's total revenue.

9.   STOCK OPTION PLANS

The  Company has three stock  option  plans that  provide for the grant of stock
options to employees and non-employee directors.  The Company's Stock Option and
Incentive Award Plan (the "1996 Plan") provides for the grant of up to 1,000,000
shares  of the  Company's  common  stock  to  officers  and key  employees.  The
Company's  Nonemployee  Directors'  Stock  Option and Fee Plan (the  "Directors'
Plan")  provides  for  the  grant  of up to  100,000  shares  to  the  Company's
nonemployee  directors.  The  Company's  Employee  Stock  Option Plan (the "1997
Plan") provides for the grant of up to 700,000 shares to all full-time employees
who are not  participants  in either the 1996 Plan or the  Directors'  Plan.  At
December  31,  1999,  75,000,  82,000 and  115,187  shares,  respectively,  were
available for grant under the 1996 Plan, the Directors'  Plan and the 1997 Plan.
Options  outstanding  under these Plans were  granted at prices that were either
equal to or  greater  than the  market  price of the stock on the date  granted,
expire  either  five or ten years from the date  granted  and vest over  service
periods that range from one to four years.

The following  table  summarizes  stock option activity during each of the three
years ended December 31, 1999:

<TABLE>
<CAPTION>
                                                  Number           Exercise Price       Weighted Avg.
                                                 of Shares           per Share          Exercise Price
                                               ---------------  ----------------------  ----------------
     <S>                                           <C>           <C>          <C>            <C>
     Outstanding, December 31, 1996                404,500       $17.00 -     $18.70         $17.10
     Granted                                       383,221        13.00 -      27.38          20.77
                                               ------------
     Outstanding, December 31, 1997                787,721        13.00 -      27.38          18.88
     Granted                                       806,155        10.25 -      19.00          13.67
     Canceled                                     (428,486)       12.38 -      27.38          17.73
                                               ------------
     Outstanding, December 31, 1998              1,165,390        10.25 -      18.70          13.92
     Granted                                       846,134         5.63 -      13.50          10.75
     Canceled                                     (483,711)       10.25 -      17.00          13.32
                                               ------------
     Outstanding, December 31, 1999              1,527,813         5.63 -      18.70          12.35
                                               ============
</TABLE>

On December  14, 1998,  the  Company's  Board of Directors  adopted a resolution
reducing  to $13.50  per share the  exercise  price of stock  options  issued to
employees under the 1997 Plan with an original exercise price per share that was
greater than $13.50. As a result, 396,056 options with an average exercise price
of $18.75 per share were repriced.  No options held by the Company's officers or
directors were affected by this repricing.

The number of stock options  exercisable at December 31, 1999, 1998 and 1997 was
438,573,  232,963  and  104,500,   respectively.  A  summary  of  stock  options
outstanding and exercisable as of December 31, 1999, follows:

<TABLE>
<CAPTION>
                                          Options Outstanding               Options Exercisable
                                 --------------------------------------   ------------------------
                                                Average
Range of                           Number      Remaining     Average        Number      Average
Exercise                             of           Life       Exercise         of       Exercise
Prices                             Options      (Years)       Price        Options       Price
-------------------------------  ------------ ------------- -----------   ----------- ------------
<S>                                <C>               <C>       <C>         <C>          <C>
$  5.63 - $  6.50                  254,500           9.8      $ 5.64             -            -
$10.25                             325,000           8.9       10.25       100,000      $ 10.25
$13.13 - $13.50                    584,813           9.0       13.48        62,573        13.46
$16.25 - $18.70                    363,500           6.2       17.11       276,000        17.10
</TABLE>

Had the Company recorded compensation expense for its stock option plans instead
of following  the  intrinsic  value  method,  the Company's pro forma net income
would have been  $6,804,000  ($0.45 per share) for the year ended  December  31,
1999,  $1,675,000  ($0.11 per share) for the year ended  December 31, 1998,  and
$6,228,000  ($0.49 per share) for the year ended  December  31,  1997.  The fair
value of each stock option grant used in the

                                      F-13
<PAGE>

determination of these pro forma amounts was determined using the  Black-Scholes
option pricing model with the following weighted average assumptions:
<TABLE>
<CAPTION>
                                                               1999           1998           1997
                                                          -------------  -------------  -------------
<S>                                                      <C>            <C>            <C>
      Risk-free interest rate                                  5.0%           5.0%           6.0%
      Expected dividend yield                                  0.0%           0.0%           0.0%
      Expected life (in years)                                  4.5            4.5            4.5
      Expected volatility                                     59.1%          58.3%          43.3%
      Average fair value of each option granted              $ 2.40         $ 7.16         $ 9.15
</TABLE>


10.  LEASES

The Company has operating leases covering its corporate headquarters and certain
satellite television equipment utilized at its hotels. At December 31, 1999, the
Company's future minimum annual rental payments under  non-cancelable  operating
leases, reduced by income from subleases, were as follows (in thousands):

                 Year ended December 31, 2000             $ 1,668
                 Year ended December 31, 2001               1,865
                 Year ended December 31, 2002               1,733
                 Year ended December 31, 2003               1,495
                 Year ended December 31, 2004               1,395
                                                       -----------
                 Next five years in total                   8,156
                 Thereafter                                 4,672
                                                       -----------
                                                         $ 12,828
                                                       ===========

Total rent expense was approximately  $1,517,000,  $862,000 and $454,000 for the
years ended December 31, 1999, 1998 and 1997, respectively.

11.  RELATED PARTY TRANSACTIONS

During  1998,  the Company  entered  into a venture to develop a Suburban  Lodge
hotel in Atlanta,  Georgia,  investing  $200,000  for a 25% equity  position.  A
non-employee  director of the Company owned another 25% equity  position in this
venture.  In  December  1998,  the Company  acquired  an option to purchase  the
director's interest for a total consideration of $300,000.  In 1999, the Company
exercised its option to purchase the director's interest. The hotel owned by the
venture opened in May 1999. In January 2000, the Company purchased the remaining
50%  interest  in this  hotel  from the  unaffiliated  owners  for a total  cash
purchase price of $661,000,  including  transaction  expenses.  The Company also
assumed,  and  subsequently  repaid, a mortgage loan of $2,600,000 in connection
with the acquisition.

During certain periods in 1998 and 1997, two franchise  locations were partially
owned by two of the Company's  directors or members of their immediate families.
The Company  acquired  both  locations  on July 31,  1998.  Franchise  and other
revenue  recognized for such locations prior to their acquisition by the Company
was  approximately  $97,000 in 1998 and  $150,000 in 1997.  All such revenue was
realized under terms and conditions that were  essentially the same as terms and
conditions under which franchise  revenues were recognized under agreements with
unrelated parties.

                                      F-14

<PAGE>

12.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Quarterly  financial  data for the years ended December 31, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>
                                                      First         Second        Third        Fourth
                                                    -----------   -----------  ------------  ------------
<S>                                                    <C>           <C>           <C>           <C>
Year ended December 31, 1999
Total revenue                                          $13,939       $16,810       $18,683       $16,480
Operating income                                         4,283         5,109         5,259         2,869
Net income                                               2,097         2,565         2,289            94
Basic and diluted earnings per share                      0.14          0.17          0.15          0.08

Year ended December 31, 1998
Total revenue                                          $ 9,046       $11,245       $13,162       $13,005
Operating income                                         2,636         4,263         1,900         3,554
Net income (loss)                                        2,255         3,174        (5,474)        2,607
Basic and diluted earnings (loss) per share               0.15          0.21         (0.35)         0.17
</TABLE>

During the third  quarter of the year  ended  December  31,  1998,  the  Company
purchased  an interest  rate lock in  connection  with the  planned  issuance of
$100,000,000 in subordinated debt.  Subsequent to the purchase of the rate lock,
public  demand for  subordinated  debt  declined  dramatically  and the  Company
abandoned  its planned debt  offering.  As public debt market  demand  declined,
markets  for other  forms of debt also  became  more  volatile,  and the Company
decided to defer or cancel the  purchase of  potential  hotel sites that had not
yet been acquired.  Accordingly,  reserves of $8.7 million, net of income taxes,
were  established  in the  third  quarter  to cover  costs  associated  with the
abandoned  debt  transaction,  including the estimated loss on the interest rate
lock, and the termination of negotiations with respect to several hotel sites.

During the fourth  quarter of the year ended  December  31,  1998,  the  Company
closed the rate lock, incurring a loss that was slightly smaller than originally
anticipated,  and determined  that it would acquire  certain sites against which
cancellation  reserves had  previously  been  established.  Accordingly,  fourth
quarter  expenses were reduced by $492,000,  net of income taxes, to reflect the
final outcome of the matters against which reserves had been  established in the
third quarter.



                                      F-15
<PAGE>
Schedule V.  Valuation and Qualifying Accounts

<TABLE>
<CAPTION>

              Column A                    Column B                  Column C                Column D        Column E
------------------------------------- -----------------  -------------------------------- --------------  --------------
                                                                   Additions
                                                         --------------------------------
                                         Balance at        Charged to      Charged to                        Balance
                                         Beginning         Costs and          Other                          at End
            Description                  of Period          Expenses        Accounts       Deductions       of Period
------------------------------------- -----------------  --------------- ---------------- --------------  --------------

                                           (amounts in thousands)

<S>                                            <C>              <C>               <C>            <C>            <C>
Reserve for Uncollectible
     Accounts Receivable

Year Ended December 31, 1997                   $ 13             $ 38              $ -            $ -            $ 51

Year Ended December 31, 1998                     51              138                -             90              99

Year Ended December 31, 1999                     99              197                -            105             191
</TABLE>


                                      F-16
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(a) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Atlanta,
State of Georgia, on the 30th day of March, 1999.

                                   SUBURBAN LODGES OF AMERICA, INC.


                                   By: /s/ David E. Krischer
                                      ----------------------------------------
                                       David E. Krischer
                                       Chairman of the Board and Chief Executive
                                       Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report has been signed below by the  following  persons on behalf of the Company
in the capacities set forth and on the 30th day of March, 1999.

<TABLE>
<CAPTION>
             Signature                             Position
             ---------                             --------
<S>                                   <C>
/s/ David E. Krischer                  Chairman of the Board, Chief Executive Officer
---------------------------------      and Director (Principal Executive Officer)
    David E. Krischer

/s/ Dan J. Berman                      Vice President - Franchising and Director
---------------------------------
    Dan J. Berman

/s/ Paul A. Criscillis, Jr.            Vice President and Chief Financial Officer (Principal
---------------------------------      Financial Officer)
    Paul A. Criscillis, Jr.

/s/ Robert E. Schnelle                 Vice President and Chief Accounting Officer (Principal
---------------------------------      Accounting Officer)
    Robert E. Schnelle

/s/ James R. Kuse                      Director
---------------------------------
    James R. Kuse

/s/ Michael McGovern                   Director
---------------------------------
    Michael McGovern

/s/ John W. Spiegel                    Director
---------------------------------
    John W. Spiegel
</TABLE>



<PAGE>

                              EXHIBIT INDEX
                              -------------

<TABLE>
<CAPTION>
                                                         INCORPORATED BY
                                                           REFERENCE TO                                              EXHIBIT
  EXHIBIT                                              REGISTRATION OR FILE       FORM OF                           NUMBER IN
    NO.                    DESCRIPTION                        NUMBER              REPORT        DATE OF REPORT       REPORT
------------- -------------------------------------- ------------------------- -------------- -------------------- ------------
<C>           <S>                                           <C>                <C>             <C>                   <C>
3.1           Amended and Restated Articles of the           333-2876               S-1        March 28, 1996**        3.1
              Company
3.2           Amended and Restated By-laws of the           000-28108              10-K          March 28,1997         3.2
              Company, Amended as of March 17, 1997
4.1           Form of Common Stock Certificate of            333-2876            Amendment        May 7, 1996          4.1
              the Company                                                      No. 1 to S-1
10.1          Form of Acquisition Agreement and              333-2876               S-1         March 28, 1996        10.1
              Plan of Merger (with accompanying
              schedule)
10.2          Purchase and Sale Agreement by and             333-2876               S-1         March 28, 1996        10.2
              between Suburban Holdings, L.P. and
              Gulf Coast Associates, Ltd.
10.3          Purchase and Sale Agreement by and             333-2876               S-1         March 28, 1996        10.3
              between Suburban Holdings, L.P. and
              Omnicorp Resources, Inc.
10.4          Form of Agreement and Consent of               333-2876               S-1         March 28, 1996        10.4
              Partners of each of the Affiliated
              Entities and Third Party Sellers
10.5          Suburban Lodges of America, Inc.               333-2876            Amendment        May 7, 1996         10.5
              Stock Option and Incentive Award Plan                            No. 1 to S-1
10.6          Suburban Lodges of America, Inc.               333-2876            Amendment        May 7, 1996         10.6
              Non-Employee Directors' Stock Option                             No. 1 to S-1
              and Fee Plan
10.7          Form of Indemnification Agreement              333-2876               S-1         March 28, 1996        10.7
              between Suburban Lodges of America,
              Inc. and its directors and officers
10.8          Registration Rights Agreement among            333-2876               S-1         March 28, 1996        10.8
              Suburban Lodges of America, Inc. and
              Certain Shareholders
10.9          Form of Franchise Agreement, as               333-35871           Amendment      October 9, 1997       10.9.a.
              amended                                                          No. 2 to S-3
10.10         Form of Development and                        333-2876               S-1         March 28, 1996        10.10
              Design/Building Agreement
10.11         Form of Management Agreement                   333-2876               S-1         March 28, 1996        10.11
10.12         Management Agreement between                   333-2876               S-1         March 28, 1996        10.12
              Suburban Management, Inc. and Gulf
              Coast Associates, Ltd.
10.13         Consulting Agreement with Legacy               333-2876               S-1         March 28, 1996        10.13
              Securities Corp.
10.14         Acknowledgment and Agreement between           333-2876               S-1         March 28, 1996        10.14
              Suburban Lodges of America, Inc. and
              Young Consulting, Inc. re. Company's
              proprietary computer software
10.15         Suburban Lodge 401(k) Savings Plan             333-2876               S-1          May 20, 1996         10.15
10.16         Rights Agreement                               333-2876            Amendment        May 7, 1996         10.16
                                                                               No. 1 to S-1
10.17         Commitment Letter for the Line of              333-2876            Amendment        May 7, 1996         10.17
              Credit                                                           No. 1 to S-1
10.18         Preliminary Agreement for a License           000-28108              10-K         March 28, 1997        10.18
              to Develop a Suburban Lodge Unit
              between Suburban- Franchise Systems,
              Inc. and E.E.B. Lodging Systems LLC
10.19         Preliminary Agreement for a License           000-28108              10-K         March 28, 1997        10.19
              to Develop a Suburban Lodge Unit
              between Suburban-Franchise Systems,
              Inc. and E.E.B. Lodging Systems LLC
              II
10.20         Development and Design/Build                  000-28108              10-K         March 28, 1997        10.20
              Agreement for Suburban Lodge of
              Arlington South
10.21         Development and Design/Build                  000-28108              10-K         March 28, 1997        10.21
              Agreement for Suburban Lodge of
              Lewisville, Texas
10.22         Registration Rights Agreement among           000-28108               8-K         March 17, 1997        10.19
              the Registrant and Certain
              Shareholders

<PAGE>

10.23         Office Lease between the Registrant           333-35871           Amend-ment      October 9, 1997       10.20
              and Massachusetts Mutual Life                                    No. 2 to S-3
              Insurance Company
10.24         Deed to Secure Debt and Security              000-28108              10-K          March 31, 1999       10.24
              Agreement with Finova Realty Capital
              Inc. and schedule of omitted
              documents
10.25         Promissory Note to Finova Realty              000-28108              10-K          March 31, 1999       10.25
              Capital Inc. and schedule of omitted
              documents
10.26         Security Agreement in favor of                000-28108              10-K          March 31, 1999       10.26
              Finova Realty Capital Inc. and
              schedule of omitted documents
10.27         Assignment of Franchise Agreements            000-28108              10-K          March 31, 1999       10.27
              and Franchisor's Consent and
              Subordination of Franchise
              Agreements in favor of Finova Realty
              Capital Inc. and schedule of omitted
              documents
10.28         Change of Control Agreement                   000-28108              10-K          March 31, 1999       10.28
10.29         8.375% Adjustable Rate Note of                    *
              Suburban Holdings, L.P. dated March
              31, 1999 in the amount of
              $4,000,000.00 in favor of Empire
              Financial Services, Inc., guaranteed
              by the Registrant, and schedule of
              omitted similar documents
10.30         Unconditional Guaranty of Payment                 *
              and Performance to Empire Financial
              Services, Inc. dated March 31, 1999
              and schedule of omitted similar
              documents
10.31         Line of Credit Note dated February                *
              18, 2000 in the face amount of
              $15,000,000 in favor of Southtrust
              Bank, N.A.
10.32         Additional schedule of omitted                    *
              similar documents (filed herewith)
              to Deed to Secure Debt and Security
              Agreement with Finova Realty Capital
              Inc. incorporated by reference to
              Exhibit 10.24 to the Company's
              Annual Report on Form 10-K for the
              year ended December 31, 1998
10.33         Additional schedule of omitted                    *
              similar documents (filed herewith)
              to Promissory Note to Finova Realty
              Capital Inc. incorporated by
              reference to Exhibit 10.25 to the
              Company's Annual Report on Form 10-K
              for the year ended December 31, 1998
10.34         Additional schedule of omitted                    *
              similar documents (filed herewith)
              to Security Agreement in favor of
              Finova Realty Capital Inc.
              incorporated by reference to Exhibit
              10.26 to the Company's Annual Report
              on Form 10-K for the year ended
              December 31, 1998
10.35         Additional schedule of omitted                    *
              similar documents (filed herewith)
              to Assignment of Franchise
              Agreements and Franchisor's Consent
              and Subordination of Franchise
              Agreements in favor of Finova Realty
              Capital Inc. incorporated by
              reference to Exhibit 10.27 to the
              Company's Annual Report on Form 10-K
              for the year ended December 31, 1998
10.36         Area Development Agreement dated as               *
              of March 3, 1998 between GuestHouse
              International LLC and Western Steel,
              Inc., together with the First
              Amendment and the Montana Amendment
              thereto
21.1          Subsidiaries of the Registrant                000-28108              10-K          March 31, 1999       21.1
23.1          Consent of Deloitte & Touche, L.L.P.              *
27.           Financial Data Schedule (for SEC use only)        *

              *Filed herewith.
             **Originally filed on the date set forth above and refiled pursuant
to Regulation S-T on May 7, 1996.
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