SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-12

Suburban Lodges of America, Inc.
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(Name of Registrant as Specified In Its Charter)

Raymond A.D. French
Paul R. Coulson
Sharwell Securities Trading Ltd.
Kappa Alpha Ltd.
Hibernian Investment Managers
Yeoman International Holdings S.A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number
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PRELIMINARY COPY

PROXY STATEMENT IN OPPOSITION TO
THE SOLICITATION BY THE BOARD OF DIRECTORS OF
SUBURBAN LODGES OF AMERICA, INC.

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 17, 2001

This Proxy Statement and the accompanying GOLD proxy card are being
furnished in connection with the solicitation of proxies by Raymond A. D.
French, Paul R. Coulson, Sharwell Securities Trading Ltd. ("Sharwell"), Kappa
Alpha Ltd. ("Kappa Alpha"), Hibernian Investment Managers Ltd. ("Hibernian"),
and Yeoman International Holdings S.A. ("Yeoman," and collectively with Raymond
A. D. French, Paul R. Coulson, Sharwell, Kappa Alpha, and Hibernian the
"Soliciting Shareholders"), to be used at the Annual Meeting of Shareholders of
Suburban Lodges of America, Inc., a Georgia corporation ("Suburban" or the
"Company"), to be held at The Cobb Galleria Centre, Room 119, Two Galleria
Parkway N.W., Atlanta GA 30339 at 10:00 a.m. (local time) on May 17, 2001, and
any adjournments or postponements thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying Gold proxy card are first being sent to
shareholders on or about [_____]. According to the Company's proxy materials,
the Company's Board of Directors (the "Board") has set March 29, 2001 as the
record date for determining shareholders entitled to notice of and to vote at
the meeting.

Shareholders of the Company will be asked at the Annual Meeting to
consider and vote upon the election of two directors whose terms will expire in
2004. The Soliciting Shareholders are soliciting your proxy in support of the
election of its two nominees to the Board, Mr. Raymond A. D. French and Mr. Paul
R. Coulson (the "Nominees"). The Soliciting Shareholders have nominated the
Nominees so that the Board will have a majority of independent directors to lead
efforts to improve operating results and determine whether shareholder value can
be maximized through a sale of the Company or other strategic transaction.

The Company currently has five directors, divided into three classes
serving staggered three-year terms. The Company's common stock, par value $.01
per share (the "Common Stock"), is the only class of security entitled to vote
at the Annual Meeting. Each stockholder is entitled to one vote for each share
of Common Stock held of record by such stockholder as of the close of business
on March 29, 2001. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person, or represented by proxy, and entitled to
vote at the Annual Meeting, assuming the presence of a quorum. A quorum is
present when the holders of a majority of the voting shares outstanding on the
record date are present at a meeting in person or by proxy. Abstentions and
broker non-votes will be included in determining whether a quorum is present at
a meeting, but will not have an effect on the outcome of a vote for directors.
Shares of Common Stock may not be voted cumulatively.

If you wish to vote for the Nominees, you may do so by completing and
returning a Gold proxy card. All shares represented by Gold proxy cards that are
received prior to the Annual Meeting and are not subsequently revoked will be
voted, and voted in accordance with the directions specified in the Gold proxy
card. In the event no directions are specified, Gold proxy cards that are not
revoked will be voted FOR the Nominees. Should any Nominee decline or

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prove unable to serve as a director at the time of the Annual Meeting, proxies
voted FOR the Nominee and that are not revoked will be voted for any nominee who
may be designated by the Soliciting Shareholders to fill the vacancy. Each of
the Nominees has consented to being named in this Proxy Statement and to serve
if elected. To the knowledge of the Soliciting Shareholders, as of the date
this Proxy Statement is mailed to shareholders no Nominee intends to decline
service as a director or will prove unable to serve as a director.

Discretionary authority is provided in the Gold proxy card as to matters
incident to the conduct of the Annual Meeting and matters which the Soliciting
Shareholders do not know, as of the date this Proxy Statement is mailed to
shareholders, are to be presented at the Annual Meeting. Discretionary authority
will be exercised in accordance with Rule 14a-4 under the Securities Exchange
Act of 1934, as amended. The Soliciting Shareholders are not aware of any
matters to be considered and voted on at the Annual Meeting other than the
election of directors.

Any shareholder who has executed and returned a proxy, whether solicited
by the Board or the Soliciting Shareholders, may revoke it at any time before
the proxy is voted. A proxy may be revoked by sending a written revocation of
such proxy to the Soliciting Shareholders or the Secretary of the Company, by
submitting another proxy with a later date marked on it or by appearing in
person at the meeting and voting. Attendance at the meeting will not, by itself,
revoke a proxy. There is no limit on the number of times that a shareholder may
revoke a proxy prior to the Annual Meeting. Only the latest dated proxy card
will be counted.

IF YOU HAVE ALREADY SENT A PROXY CARD TO THE BOARD, YOU MAY REVOKE THAT PROXY
AND VOTE FOR THE NOMINEES OF THE SOLICITING SHAREHOLDERS BY SIGNING, DATING AND
MAILING THE ACCOMPANYING GOLD PROXY CARD IN THE ENVELOPE PROVIDED.

IF YOUR SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK
NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A PROXY WITH RESPECT TO YOUR
SHARES. TO ENSURE THAT YOUR SHARES ARE VOTED, YOU SHOULD PROVIDE APPROPRIATE
INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT.

REASONS FOR THE SOLICITATION

The Soliciting Shareholders have nominated Mr. Coulson and Mr. Raymond
A. D. French for election to the Board, because they believe that the Company
has shown poor operating results and stock market performance since its IPO and
needs a majority of independent directors to lead efforts to improve operating
results and determine whether shareholder value can be maximized through a sale
of the Company or other strategic transaction.

In particular, the Soliciting Shareholders believe that:

(1) the Company has produced poor operating results, primarily
as a result of rapid growth in corporate-level operating
expenses;

(2) the Company's HotelTools Internet start-up has become a
major cash drain, which does not appear in the Company's
reported financial results as a result of the accounting
treatment that management and the Board have chosen for this
investment; and

(3) Directors who are members of management or whose families
have a history of business dealings with the Company should not
be entrusted with a leading role in reviewing the Company's
business policies and deciding whether the Board should pursue a
sale of the Company or other strategic transaction.

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In an effort to assure that these problems are addressed by a Board with
a majority of independent directors, the Soliciting Shareholders have nominated
Mr. Raymond A. D. French and Mr. Coulson for election to the Board at the Annual
Meeting.

The management's candidates for re-election to the Board --- James Kuse
and Michael McGovern--- are both long-time business associates of the Company's
CEO, David E. Krischer, and they and and Mr. Kuse's son, Michael, have had
extensive dealings with the Company both before and after the Company's initial
public offering ("IPO"). According to disclosures in the Company's SEC filings,
Mr. McGovern and Mr. Kuse's son, Michael, or corporations they controlled,
borrowed money from the Company or sold properties to the Company in every year
from 1997 through 1999 and received total sales proceeds, including debt
assumption, of over $9,000,000. Mr. Kuse and Mr. McGovern serve on both the
Audit Committee and the Compensation Committee. Under Nasdaq rules, the
Audit Committee is supposed to be comprised entirely of independent directors,
and the Board is supposed to have determined that the members of the Audit
Committee are free from any relationships that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director. The
Soliciting Shareholders believe that the business relationships that Mr. Kuse,
his son Michael and Mr. McGovern have with the Company should have disqualified
them from serving on the Audit Committee, and that Mr. Kuse and Mr. McGovern
cannot be expected to work for changes in the Company's policies or strategic
direction that are opposed by management.

The Soliciting Shareholders believe that by electing Mr. Coulson and Mr.
Raymond A. D. French, shareholders can give the Company for the first time a
majority of truly independent directors, with no interest other than to maximize
shareholder value. To the best of the Soliciting Shareholders' knowledge, the
third non-management member of the Board, Mr. John W. Spiegel, has no personal
business ties with the Company's existing management. The Soliciting
Shareholders believe that with Mr. Coulson, Mr. French and Mr. Spiegel giving
the Company a majority of independent directors, it will be possible to work
with the other directors and management to improve the Company's performance and
change its strategic direction.

The only stake that the Soliciting Shareholders and their nominees have
in this proxy contest is to make the Company's stock more valuable. If they are
elected, Mr. Coulson and Mr. Raymond A. D. French intend to ask the Board to
reimburse the costs related to their proxy solicitation, including the
preparation of their Schedule 13D, but they do not intend to accept any fees or
other remuneration for serving on the Board and they do not intend to request a
shareholder vote on the reimbursement of the costs related to their proxy
solicitation.

The Soliciting Shareholders believe that the poor performance of the
Common Stock since the IPO makes a compelling case for electing new independent
directors to conduct a searching review of the Company's policies. In May 1996,
the Company completed an initial public offering at $17 per share. In November
1996, the Company completed a second equity offering at $18.75 per share. In
October 1997, the Company completed a third equity offering at $25.50 per share.
Since these offerings, the Company has not paid one penny in dividends or
distributions on the Common Stock. As of April 19, 2001, the Common Stock was
trading at $6.55 per share. As of April 19, 2001, each invested dollar in the
IPO was worth 39 cents, each invested dollar in the second equity offering was
worth 35 cents, and each invested dollar in the third equity offering was worth
26 cents. This poor five-year performance has occurred during a time of
unprecedented economic growth and prosperity in the US economy.

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Conversely, many other US public hotel companies have created value for
their shareholders over this period. One dollar invested in the 'Russell 3000 -
Hotel/Motel Industry Index' at the end of the second quarter 1996 was worth
$1.21 at the end of the first quarter 2001; one dollar invested in the Common
Stock over the same period was worth 24 cents. The current management group has
presided over the Company's capital allocation and strategic direction decisions
throughout this period of poor performance in the Company's stock.

The Soliciting Shareholders believe that the poor performance of the
Common Stock reflects the market's loss of confidence in management's ability or
commitment to produce good operating results. The Company's return on average
equity in 2000 was only 2.53%. The Net Operating Income (NOI) margin for the
Company's owned hotels (defined as the difference between Hotel Revenues and
Hotel Operating Expenses, divided by Hotel Revenues) has steadily eroded since
the Company's IPO; for 1997 the NOI margin was 48.7%, whereas by year 2000 it
had fallen to 45.5%. In each of the three years prior to the Company's IPO,
including full year 1996, the NOI margins were over 50%. The Soliciting
Shareholders believe that this erosion in operating margins has been caused by a
consistently higher growth rate of same-property Hotel Operating Expenses
relative to same-property Hotel Revenues. In addition, an even more serious
cause of the deterioration of the Company's operating results has been the rapid
growth in Corporate Operating Expenses relative to the growth in the Company's
Total Revenues. In 1997, the Company's Corporate Operating Expenses of
$2,254,000 equated to 9.72% of the Company's Total Revenues. By 2000, the
Company's Corporate Operating Expense had jumped to $10,998,000, equating to
14.61% of year 2000 Total Revenues.

Even these results understate the seriousness of the Company's problems
because they exclude the effects of the Company's expenditures on HotelTools, an
Internet startup. In 2000, the HotelTools losses, which are fully funded by
loans from the Company, approximated $8,000,000. This loss would have virtually
wiped out the Company's entire 2000 Net Income, which was $8,483,000 before
income taxes and $5,263,000 after income taxes, if HotelTools had been
consolidated with the Company. These losses were not shown on the Company's
financial statements because the investment was structured as a
loan-plus-warrants (the warrants have a nominal exercise price), rather than as
stock. However, the Soliciting Shareholders believe that the Company suffered
the economic effects of these losses as much as if HotelTools had been accounted
for as a wholly owned subsidiary. A further implication of the way in which the
HotelTools investment is structured is that it has created minimal disclosure
requirements for HotelTools activities and financials in the Company's public
filings. Management has indicated to investors that it plans to spend another
$7,000,000 on HotelTools in 2001.

In addition, the management proxy statement reveals that Mr. Krischer
has options to purchase 250,000 shares of HotelTools stock and four other
Suburban Lodges executives have options to purchase 50,000 shares each. In the
opinion of the Soliciting Shareholders, these options create a conflict of
interest for Mr. Krischer and his colleagues in deciding whether the Company
should continue providing financial support to HotelTools.

If the Nominees are elected to the Board, they would press for a
program of expense reductions with the goal of rapidly improving the Company's
operating margins. This would include a cessation of any further investment in
HotelTools. If there is value in this investment, management can demonstrate
that value by finding a buyer for both the Company's HotelTools loan and
warrants. In addition to ceasing any further investment in HotelTools, the
Nominees would also seek to end, or find a strict business rationale for, costly
overhead expenditures such as the Company's offices in one of the most expensive
Atlanta suburban office districts. The Nominees would also insist on a major
review of the Company's staffing requirements at both the hotel-operating and
corporate levels. According to the Company's 2000 10K, the Company employed 760
persons at year-end 2000.

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Most importantly, the Nominees would ask the Board to reconsider the
decision, reflected in the Company's April 12 press release that it would not
pursue such strategic alternatives as a sale of the Company or its real estate
assets. Although the Soliciting Shareholders, like other public stockholders,
have not had access to the results of the review of sales opportunities
conducted by Salomon Smith Barney and therefore do not know whether this study
revealed an existing opportunity to maximize shareholder value through a
strategic transaction, or whether such opportunities will arise in the future,
they believe that when a corporation's stock performance and operating results
have been as poor as the Company's have been, a review of strategic alternatives
should be conducted under the supervision of a board or committee including a
majority of independent directors. The Soliciting Shareholders believe that with
the exception of Mr. Spiegel, the present Board lacks the requisite independence
to be entrusted with strategic decisions for the Company. The Company provides
the management directors with salaries and bonuses that could be lost if the
Company or its assets were sold, and Mr. Kuse and Mr. McGovern and members of
their families have a history of conducting business transactions with the
Company which, in the opinion of the Soliciting Shareholders, gives them a
financial incentive to maintain the Company's independence.

Therefore, if the Nominees are elected they would ask the Board to
re-evaluate its review of strategic alternatives, with the aim of engaging in a
transaction or transactions that would produce substantially more value for
shareholders than its present stock price, if such a transaction can be
achieved. The Soliciting Shareholders anticipate that if such a transaction took
the form of a merger or a sale of all or substantially all the Company's assets,
the transaction would be subject to a shareholder vote.

The Soliciting Shareholders believe that the modest stock repurchase
program, funded primarily by sales of development sites, which was announced in
the April 12 press release, is an inadequate substitute for such a strategic
transaction since only 764,202 shares remain to be repurchased out of a total of
4,500,000. On the other hand, the Soliciting Shareholders believe that if the
size of the repurchase program is increased, it could have the harmful effect of
making it extremely difficult for outside shareholders to elect directors who
are not supported by management. According to the Company's proxy statement, the
directors and executive officers as a group own 30% of the Common Stock. Every
share that the Company buys back increases the percentage interest held by Mr.
Krischer and his associates. At some point, their stock ownership may get so
large that it will be impossible or extremely difficult for public shareholders
to elect a Board opposed by management. The Soliciting Shareholders believe that
the shareholders need to change the composition of the Board before the Company
passes the point of no return.

The Soliciting Shareholders believe that sales of individual assets can
be a means of maximizing shareholder value, but only if there is an aggressive
program to sell all of the Company's owned hotels as well as the hotel
development parcels that the Company has said are for sale. If the Company does
complete these asset sales, the Soliciting Shareholders believe that the
proceeds should be distributed to shareholders through special distributions or
through a stock repurchase program that does not impair the ability of
stockholders to elect directors who are not supported by management. Following
such distributions, shareholders would continue to own their shares of Common
Stock. Post-distribution, the Company would be made up of its
franchise/management business and its notes receivable. While there is no
assurance of the amount of distributable proceeds that would be generated by
such a program of asset sales, the Soliciting Shareholders believe that the
benefits of such sales to the Company's shareholders would be so great that the
Board should aggressively pursue such a program to determine whether it can be
accomplished.

If the asset sales program were not feasible within a reasonable period
of time, the Nominees would seek to have the Board retain an investment banker,
not merely to review strategic alternatives, but to pursue a sale of the Company
with the goal of obtaining a premium for shareholders over the current market
price of the Company Stock, if such a transaction can be accomplished.

Finally, the Nominees would seek to have the Company adopt a corporate
governance structure that gives shareholders a stronger voice in major decisions
about the Company's future. The Company has a staggered board and a poison pill.
The Soliciting Shareholders believe that these provisions have the effect of
blocking a tender offer opposed by the existing Board and preventing a bidder,
at a single annual meeting, from successfully soliciting proxies to elect a
Board majority that favors a sale of the Company opposed by the existing Board.
As a first step, the Nominees would ask the Board to allow shareholders to vote
on the elimination of the staggered board. They believe that this action alone
could greatly encourage potential buyers to approach the Company.

Although the Soliciting Shareholders believe that good corporate
governance requires that the Company have a majority of independent directors,
there is no assurance that the election of the Nominees, or any change in the
Company's policies, will increase the value of the Company's stock. As
directors, with fiduciary duties to the Company and a personal financial stake
in maximizing shareholder value, the Nominees would change the policies they
advocate if they learned information which indicated that different policies
were in the best interests of shareholders.

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THE SOLICITING SHAREHOLDERS

Raymond A. D. French is an investment advisor specializing in
undervalued public companies. He has experience in commercial real estate
appraisal/investment and previously served as a Portfolio Manager for a New
York-based real estate stock hedge fund. Mr. French seeks to take an active
approach to his and his investors' public company holdings, so as to realize
underlying asset values for shareholders. Mr. French is a graduate of Trinity
College, Dublin, Ireland (Economics and Philosophy, with double honors) and has
an MS in Real Estate Development from Columbia University in New York City. Mr.
French has the sole power to vote or to direct the vote, and to dispose of or to
direct the disposition of, 307,362 shares of Common Stock held for the benefit
of certain managed accounts. Of these shares, 254,066 are held for the benefit
of certain managed accounts of Raymond A.D. French's parents, Raymond J. R.
French and Alys G. C. French. Investors in managed accounts have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held by their accounts. Mr. French also has shared power to dispose
or direct the disposition of 458,238 shares of Common Stock pursuant to the
arrangements described below under "Contracts, Arrangements and Understandings
Among the Soliciting Shareholders."

Kappa Alpha is a corporation organized under the laws of the Isle of Man
with its principal office and business at International House, Castle Hill,
Victoria Road, Douglas, Isle of Man. Kappa Alpha is an investment company that
seeks to invest in undervalued securities. Since 1994, Raymond J. R. French has
served as Chairman of Kappa Alpha. Shareholders of Kappa Alpha include a number
of large UK and Irish financial institutions. Kappa Alpha owns 121,234 shares of
Common Stock. Pursuant to the arrangements described below under "Contracts,
Arrangements and Understandings Among the Soliciting Shareholders," Kappa Alpha
has the sole power to vote or to direct the vote, and shared power to dispose of
or to direct the disposition of, these shares of Common Stock.

Sharwell is a corporation organized under the laws of Jersey with its
principal offices and business at 22 Grenville Street, St. Helier, Jersey,
Channel Islands JE2 3WQ. Sharwell is an investment holding company and a
wholly-owned subsidiary of Yeoman. Sharwell owns 197,000 shares of Common Stock

Yeoman is a corporation organized under the laws of Luxembourg with its
principal office and business at 6 Rule Adolphe Fischer, L-1520 Luxembourg.
Yeoman is a diversified investment holding company. Yeoman, through various
subsidiaries, is a major shareholder in several Irish public and private
companies, including Ardagh plc (a glass container manufacturer). In 1999,
Ardagh plc acquired Rockware Group (a UK-based, glass container manufacturer)
for 240 million British Pounds. Mr. Coulson is Chairman and Chief Executive of
Yeoman International S. A. and Chairman of Ardagh plc.

Pursuant to the arrangements described below under "Contracts,
Arrangements and Understandings Among the Soliciting Shareholders," Yeoman and
Sharwell (its wholly owned

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subsidiary) have the sole power to vote or to direct the vote, and shared power
to dispose of or to direct the disposition of, their 197,000 shares of Common
Stock

Hibernian is an investment advisor and an Irish-based subsidiary of
CGNU plc. Hibernian is a corporation organized under the laws of Ireland and its
offices are located at Haddington Road, Dublin 2 Ireland. Hibernian provides
investment management services for insurance, pension, unit linked and other
clients in Ireland and manages in excess of five billion Irish Pounds (over US$5
billion). Hibernian is the beneficial owner of 139,914 shares of Common Stock in
client accounts. Pursuant to the arrangements described below under "Contracts,
Arrangements and Understandings Among the Soliciting Shareholders," Hibernian
has the sole power to vote or to direct the vote, and shared power to dispose of
or to direct the disposition of, these shares of Common Stock.

CONTRACTS, ARRANGEMENTS, AND UNDERSTANDINGS AMONG
THE SOLICITING SHAREHOLDERS

Raymond A. D. French acts as an investment adviser to the other
Soliciting Shareholders. He also exerts control over the disposition of shares
under agreements with Kappa Alpha, Yeoman and Hibernian which provide that Kappa
Alpha, Yeoman and Hibernian (the "Investors") may "trade in [Common Stock] only
with Raymond A. D. French's prior approval." These agreements further provide
that "[a]ll buy and sell decisions relating to [their investment] must be
unanimously agreed to" by the Investors and Raymond A. D. French.

In addition, Raymond A. D. French, Raymond J. R. French, and Yeoman have
entered into certain agreements with Hibernian and Kappa Alpha pursuant to which
20% of the net profit resulting from Hibernian and Kappa Alpha's investment in
the Common Stock is payable as a fee, 65% to Messrs. French and 35% to Yeoman.
Furthermore, Messrs. French have an agreement with Yeoman pursuant to which 20%
of the net profit resulting from Sharwell's investment in the Common Stock is
payable as a fee, 65% to Messrs. French and 35% to Yeoman.

Except as set forth in this Proxy Statement or in the Schedules hereto,
to the best knowledge of the Soliciting Shareholders, no participant in this
solicitation or any associate thereof (i) owns beneficially, directly or
indirectly, or has the right to acquire, any securities of the Company or any
parent or subsidiary of the Company, (ii) owns any securities of the Company of
record but not beneficially, (iii) has purchased or sold any securities of the
Company within the past two years, (iv) has incurred indebtedness for the
purpose of acquiring or holding securities of the Company, (v) is or has been a
party to any contract, arrangement or understanding with respect to any
securities of the Company within the past year, (vi) has been indebted to the
Company or any of its subsidiaries since the beginning of the Company's last
fiscal year or (vii) has any arrangement or understanding with respect to future
employment by the Company or with respect to any future transactions to which
the Company or any of its affiliates will or may be a party. In addition, to the
best knowledge of the Soliciting Shareholders, none of the participants and any
associate or immediate family member of any participant has had or is to have a
direct or indirect material interest in any transaction with the Company since
the beginning of the Company's last fiscal year, or any proposed transaction, to

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which the Company or any of its affiliates was or is a party.

THE NOMINEES

Raymond A.D. French, age 31, is an investment advisor who seeks to
invest in securities of undervalued public companies. Mr. French's address is
350 West 50th Street, 23F, New York, New York 10019. From early 1997 through
early 1999, Mr. French served as a portfolio manager with Basswood Partners in
New York, New York. Prior to that time he was a consultant and student,
including working as a graduate student intern at Reichmann International LP
from January through May of 1995. Mr. French received his Bachelors Degree from
Trinity College in Dublin, Ireland, and a Masters Degree in Real Estate
Development from Columbia University. Mr. French has no criminal history and no
involvement in past, present or, to Mr. French's knowledge, threatened
litigation or administrative proceedings.

Paul R. Coulson, age 48, has been the Chief Executive Officer of Yeoman
and Yeoman International Group, Ltd. since 1982. Mr. Coulson's business address
is c/o Yeoman International Group, Richview Office Park, Clonskeagh, Dublin 14,
Ireland. Yeoman International Group, Ltd. is an investment holding company and a
wholly-owned subsidiary of Yeoman. Mr. Coulson also serves as the Chairman of
Ardagh plc, whose common stock is 19% owned by Yeoman, and serves as a director
of Voluntary Health Insurance Ltd., an Irish government-owned health care
insurer. Mr. Coulson received his Bachelors Degree in Business Studies from
Trinity College in Dublin and he is a fellow of the Institute of Chartered
Accountants in Ireland. Mr. Coulson has no criminal history and no involvement
in past, present or, to Mr. Coulson's knowledge, threatened litigation or
administrative proceedings, other than his involvement as a plaintiff in
ordinary routine litigation incidental to his business, none of which is related
to the Company.

BENEFICIAL OWNERSHIP BY NOMINEES

The following table sets forth information with respect to Common Stock
beneficially owned by each Nominee as of the close of business on April 12,
2001. Percentage figures are computed on the basis of 12,003,570 shares of
Common Stock outstanding as of March 23, 2001, as specified in the Annual Report
on Form 10-K of the Company for the fiscal year ended December 31, 2000.

Name Number of Shares Approximate Percentage of Outstanding Shares
- ---- ---------------- --------------------------------------------

Raymond A. D. French 765,600 6.4%

Paul R. Coulson 0 0

SOLICITATION PROCEDURES

Proxies may be solicited by mail advertisement, telephone,
telecopier or in person. Solicitation will be made by Raymond A. D. French and
Mr. Coulson, who will receive no additional compensation for such solicitation.
Proxies will be solicited from individuals, brokers, banks,

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bank nominees and other institutional holders. Mr. French and Mr. Coulson have
requested that banks, brokerage houses and other custodians, nominees and
fiduciaries forward all solicitation materials to the beneficial owners of the
shares they hold of record. The Soliciting Shareholders will reimburse these
record holders for their reasonable out-of-pocket expenses.

In addition, the Soliciting Shareholders have retained Mackenzie
Partners to solicit proxies in connection with the Annual Meeting. The Proxy
Solicitor will employ approximately [ ] people in its efforts. Costs incidental
to this solicitation include expenditures for printing, postage, legal and
related expenses and are expected to be approximately $175,000. The total costs
incurred to date in connection with this solicitation are approximately
$100,000.

YOUR VOTE IS IMPORTANT. IT WILL HELP DECIDE WHETHER THE
SHAREHOLDERS WILL HAVE AN ADEQUATE VOICE IN THE AFFAIRS OF THE COMPANY. PLEASE
MARK, SIGN AND DATE THE ENCLOSED GOLD PROXY CARD AND RETURN IT PROMPTLY IN THE
PROVIDED POSTAGE-PAID ENVELOPE.

Raymond A. D. French
Paul R. Coulson
Sharwell Securities Trading Ltd.
Kappa Alpha Ltd.
Hibernian Investment Managers Ltd.
Yeoman International Holdings S.A.

9
12
SCHEDULE I

The following table sets forth information with respect to all
purchases and sales by the participants in this solicitation and their
associates (collectively, the "Participants") during the past two years. Except
as set forth below, the Participants have not purchased or sold securities of
the Company within the past two years. Prior to April 4, 2001, Raymond A. D.
French purchased certain shares of Common Stock with funds borrowed in the
ordinary course of his business activities from margin accounts. As of the date
hereof, $205,940 was outstanding in the margin account for all purchases,
including purchases of Common Stock.

Purchase Date No. of Shares Name of Purchaser
- ------------- ------------- -----------------

1/1/00 3,000 Raymond A. D. French
1/11/00 1,000 Raymond A. D. French
1/18/00 600 Raymond A. D. French
1/19/00 1,400 Raymond A. D. French
2/4/00 2,600 Raymond A. D. French
2/7/00 1,000 Raymond A. D. French
3/8/00 3,400 Raymond A. D. French
6/16/00 10,000 Raymond A. D. French
6/21/00 3,600 Raymond A. D. French
6/21/00 5,000 Raymond A. D. French
8/700 9,800 Raymond A. D. French

Purchase Date No. of Shares Name of Purchaser
- ------------- ------------- -----------------

4/6/01 1,680 Raymond A. D. French
4/9/01 300 Raymond A. D. French
4/10/01 3,339 Raymond A. D. French
4/11/01 1,958 Raymond A. D. French
4/12/01 4,619 Raymond A. D. French
3/09/00 1,000 Raymond J. R. French and Alys G.C. French
3/09/00 100 Raymond J. R. French and Alys G.C. French
3/09/00 400 Raymond J. R. French and Alys G.C. French
3/09/00 1,000 Raymond J. R. French and Alys G.C. French
3/09/00 1,000 Raymond J. R. French and Alys G.C. French
3/09/00 3,000 Raymond J. R. French and Alys G.C. French
3/09/00 6,500 Raymond J. R. French and Alys G.C. French
3/09/00 1,500 Raymond J. R. French and Alys G.C. French
3/09/00 2,500 Raymond J. R. French and Alys G.C. French
3/09/00 1,000 Raymond J. R. French and Alys G.C. French
3/09/00 1,000 Raymond J. R. French and Alys G.C. French
3/09/00 2,000 Raymond J. R. French and Alys G.C. French
3/09/00 2,000 Raymond J. R. French and Alys G.C. French
3/09/00 2,000 Raymond J. R. French and Alys G.C. French
3/14/00 1,000 Raymond J. R. French and Alys G.C. French
3/15/00 1,000 Raymond J. R. French and Alys G.C. French
3/15/00 2,000 Raymond J. R. French and Alys G.C. French
3/15/00 2,000 Raymond J. R. French and Alys G.C. French
3/15/00 1,000 Raymond J. R. French and Alys G.C. French
3/15/00 500 Raymond J. R. French and Alys G.C. French
3/16/00 1,000 Raymond J. R. French and Alys G.C. French
3/20/00 2,500 Raymond J. R. French and Alys G.C. French
3/21/00 1,100 Raymond J. R. French and Alys G.C. French
3/21/00 10,000 Raymond J. R. French and Alys G.C. French
3/22/00 5,000 Raymond J. R. French and Alys G.C. French
3/22/00 10,000 Raymond J. R. French and Alys G.C. French
3/22/00 10,000 Raymond J. R. French and Alys G.C. French
3/24/00 7,500 Raymond J. R. French and Alys G.C. French
3/24/00 2,500 Raymond J. R. French and Alys G.C. French
3/24/00 10,000 Raymond J. R. French and Alys G.C. French
3/24/00 5,000 Raymond J. R. French and Alys G.C. French
3/24/00 10,000 Raymond J. R. French and Alys G.C. French
3/27/00 10,000 Raymond J. R. French and Alys G.C. French
3/28/00 13,000 Raymond J. R. French and Alys G.C. French
3/30/00 1,000 Raymond J. R. French and Alys G.C. French
3/30/00 7,000 Raymond J. R. French and Alys G.C. French
3/31/00 2,500 Raymond J. R. French and Alys G.C. French
3/31/00 7,500 Raymond J. R. French and Alys G.C. French
4/04/00 3,000 Raymond J. R. French and Alys G.C. French
4/04/00 2,000 Raymond J. R. French and Alys G.C. French
4/13/00 10,000 Raymond J. R. French and Alys G.C. French
5/17/00 25,000 Raymond J. R. French and Alys G.C. French
6/07/00 7,300 Raymond J. R. French and Alys G.C. French
6/08/00 1,000 Raymond J. R. French and Alys G.C. French
6/09/00 1,600 Raymond J. R. French and Alys G.C. French
6/12/00 1,600 Raymond J. R. French and Alys G.C. French
6/13/00 8,500 Raymond J. R. French and Alys G.C. French
7/05/00 10,000 Raymond J. R. French and Alys G.C. French
7/10/00 5,000 Raymond J. R. French and Alys G.C. French
7/11/00 500 Raymond J. R. French and Alys G.C. French
7/12/00 4,500 Raymond J. R. French and Alys G.C. French
8/03/00 20,000 Raymond J. R. French and Alys G.C. French
4/04/01 714 Raymond J. R. French and Alys G.C. French
4/05/01 760 Raymond J. R. French and Alys G.C. French
4/06/01 749 Raymond J. R. French and Alys G.C. French
4/09/01 100 Raymond J. R. French and Alys G.C. French
4/10/01 1,227 Raymond J. R. French and Alys G.C. French
4/11/01 719 Raymond J. R. French and Alys G.C. French
4/12/01 1,697 Raymond J. R. French and Alys G.C. French
9/06/00 10,000 Kappa Alpha Ltd.
9/06/00 10,000 Kappa Alpha Ltd.
9/06/00 35,000 Kappa Alpha Ltd.
10/25/00 15,000 Kappa Alpha Ltd.
12/15/00 1,600 Kappa Alpha Ltd.
12/18/00 1,000 Kappa Alpha Ltd.
12/21/00 7,400 Kappa Alpha Ltd.
12/22/00 5,000 Kappa Alpha Ltd.
3/02/01 12,000 Kappa Alpha Ltd.
3/02/01 3,000 Kappa Alpha Ltd.
3/05/01 1,200 Kappa Alpha Ltd.
3/06/01 1,000 Kappa Alpha Ltd.
3/07/01 2,800 Kappa Alpha Ltd.
4/04/01 1,924 Kappa Alpha Ltd.
4/05/01 2,070 Kappa Alpha Ltd.
4/06/01 2,111 Kappa Alpha Ltd.
4/09/01 273 Kappa Alpha Ltd.
4/10/01 3,349 Kappa Alpha Ltd.
4/11/01 1,963 Kappa Alpha Ltd.
4/12/01 4,634 Kappa Alpha Ltd.
4/04/01 16,662 Hibernian Investment Managers Ltd.
4/05/01 17,870 Hibernian Investment Managers Ltd.
4/06/01 18,160 Hibernian Investment Managers Ltd.
4/09/01 2,327 Hibernian Investment Managers Ltd.
4/10/01 28,585 Hibernian Investment Managers Ltd.
4/11/01 16,760 Hibernian Investment Managers Ltd.
4/12/01 39,550 Hibernian Investment Managers Ltd.
7/05/00 10,000 Sharwell Securities Trading Ltd.
7/10/00 5,000 Sharwell Securities Trading Ltd.
7/11/00 500 Sharwell Securities Trading Ltd.
7/12/00 13,500 Sharwell Securities Trading Ltd.
7/12/00 6,000 Sharwell Securities Trading Ltd.
7/12/00 95,000 Sharwell Securities Trading Ltd.
7/13/00 5,000 Sharwell Securities Trading Ltd.
7/14/00 25,000 Sharwell Securities Trading Ltd.
8/03/00 5,000 Sharwell Securities Trading Ltd.
8/03/00 10,000 Sharwell Securities Trading Ltd.
8/04/00 3,000 Sharwell Securities Trading Ltd.
8/07/00 12,000 Sharwell Securities Trading Ltd.
9/12/00 7,000 Sharwell Securities Trading Ltd.
- -----------------------------------------
Total 765,600

PRELIMINARY COPY

FORM OF PROXY

THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF SUBURBAN
LODGES OF AMERICA, INC. BY RAYMOND A. D. FRENCH AND THE OTHER SOLICITING
SHAREHOLDERS NAMED IN THE ACCOMPANYING PROXY STATEMENT FOR THE MAY 17, 2001
ANNUAL MEETING OF SHAREHOLDERS OF SUBURBAN LODGES OF AMERICA, INC.

The undersigned holder of shares of common stock, par value $.01 per
share (the "Common Stock"), of Suburban Lodges of America, Inc., a Delaware
corporation (the "Company"), hereby appoints [INSERT NAMES], and each of them,
as attorneys and proxies for the undersigned, with full powers of substitution
and revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of Common Stock of the Company that the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company to be held
at 10:00 A.M on May 17, 2001 at the Cobb Galleria Centre, Room 119, Two Galleria
Parkway N.W., Atlanta, Georgia, and any adjournments or postponements thereof
(the "Annual Meeting"). The undersigned hereby acknowledges receipt of the Proxy
Statement in opposition to the Board of Directors of the Company and hereby
instructs said attorneys and proxies to vote said shares as indicated thereon.
The proxies are authorized to vote in their discretion upon matters incident to
the conduct of the Annual Meeting and matters which the soliciting shareholders
identified in the accompanying Proxy Statement do not know, as of the date the
Proxy Statement is mailed to shareholders, are to be presented at the Annual
Meeting. A majority of the proxies present and acting at the Annual Meeting in
person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.

IMPORTANT:

Please indicate your vote by an "X" in the appropriate box below. This proxy, if
properly executed, will be voted in the manner directed by the undersigned
shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF ALL NOMINEES NAMED IN PROPOSAL 1 BELOW.

Please refer to the accompanying Proxy Statement for a discussion of the
Proposal.

1. ELECTION OF DIRECTORS

FOR all nominees listed below _________
(except as marked to the contrary below)

WITHHOLD AUTHORITY
to vote for all nominees listed below_______

RAYMOND A. D. FRENCH
PAUL R. COULSON

(Instruction: To withhold authority for any individual, write his or her name on
the line below)

_____________________________________

The soliciting shareholders named in the accompanying Proxy Statement recommend
that you vote FOR the election of all nominees named in Proposal 1.

IMPORTANT:

Please sign exactly as your name appears hereon or on the proxy card previously
sent to you. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in corporate name by the
President or other authorized officer. If a partnership, please sign in
partnership name by an authorized person. This proxy votes all shares held in
all capacities.

------------------------------------
(Date)

------------------------------------
(Signature)

------------------------------------
(Title)

------------------------------------
(Signature, if held jointly)

PLEASE MARK, SIGN, DATE AND MAIL PROMPTLY