SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
RED ROOF INNS, INC.
------------------------
(Name of Issuer)
Common Stock, par value $.01
----------------------------------
(Title of Class of Securities)
757005103
--------------
(CUSIP Number)
_______
_________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
______________________________ ________________________________
| | | |
|CUSIP No.757005103 | 13G | Page 2 of 9 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
| | Morgan Stanley Group Inc. |
| | 13-2838811 |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 5 | SOLE VOTING POWER |
| | | 18,400,000 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 18,400,000 |
| PERSON |____|_______________________________________________|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 18,400,000 |
|____|____________________________________________________________________|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 65.9% |
|____|____________________________________________________________________|
| 12 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No.757005103 | 13G | Page 3 of 9 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
| | The Morgan Stanley Real Estate Fund, L.P. |
| | |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |X| |
| | _ |
| | (b) |_| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 5 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | 12,872,640 |
| OWNED BY |____|_______________________________________________|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | 12,872,640 |
|____________________|____|_______________________________________________|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 12,872,640 |
|____|____________________________________________________________________|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 46.1% |
|____|____________________________________________________________________|
| 12 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No.757005103 | 13G | Page 4 of 9 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
| | Morgan Stanley Real Estate Co-Investment Partnership II, L.P. |
| | |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |X| |
| | _ |
| | (b) |_| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 5 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | 4,625,760 |
| OWNED BY |____|_______________________________________________|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | 4,625,760 |
|____________________|____|_______________________________________________|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 4,625,760 |
|____|____________________________________________________________________|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 16.6% |
|____|____________________________________________________________________|
| 12 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer.
Red Roof Inns, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
4355 Davidson Road
Hilliard, Ohio 43026
Item 2(a). Name of Person Filing.
Morgan Stanley Group Inc. ("Morgan Stanley")
The Morgan Stanley Real Estate Fund, L.P.
(the "Real Estate Fund")
Morgan Stanley Real Estate Co-Investment Partnership II, L.P.
(the "Co-Investment Fund" and, together with the Real Estate
Fund, "the Funds")
Item 2(b). Address of Principal Business Office or, if
None, Residence.
The address of the principal business office of each of the Real Estate
Fund, the Co-Investment Fund and Morgan Stanley is 1585 Broadway, New York,
New York 10036.
Item 2(c). Citizenship.
The citizenship of each of the Real Estate Fund, the Co-Investment Fund and
Morgan Stanley is Delaware.
Item 2(d). Title of Class of Securities.
Common Stock, par value $.01
Item 2(e). CUSIP Number.
757005103
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-
2(b), check whether the person filing is a: N/A
(a) [ ] Broker or dealer registered under Section 15
of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act,
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section
8 of the Investment Company Act,
(e) [ ] Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(1)(ii)(G) (Note: See Item 7),
(h) [ ] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H).
Item 4. Ownership. (a), (b) and (c)
Real Estate Fund: The Real Estate Fund is the record owner of 12,872,640
shares of Common Stock as of December 31, 1996. This represents 46.1% of
the class on that date. As a result of the Shareholders Agreement
described under Item 8, the Real Estate Fund may be deemed to have shared
voting and dispositive power with respect to such shares.
Co-Investment Fund: The Co-Investment Fund is the record owner of
4,625,760 shares of Common Stock as of December 31, 1996. This
represents 16.6% of the class on that date. As a result of the
Shareholders Agreement described under Item 8, the Co-Investment Fund
may be deemed to have shared voting and dispositive power with respect
to such shares.
Morgan Stanley has voting control of the affairs of the general partners of
the Funds. As a result, Morgan Stanley may be deemed to own beneficially
shares of Common Stock owned of record by the Funds. In addition, Morgan
Stanley may be deemed to own beneficially 901,600 shares of Common Stock
held as of December 31, 1996 by Morgan Stanley Real Estate Investment
Management, Inc. ("MSREIMI"), a wholly-owned subsidiary of Morgan Stanley,
as investment manager with voting and dispositive power with respect to
such shares. In total, Morgan Stanley may be deemed to own beneficially
18,400,000 shares of Common Stock as of December 31, 1996. This
represents 65.9% of the class on that date. Morgan Stanley, through its
voting control of the affairs of the general partners of the Funds and
MSREIMI, may be deemed to have sole voting and dispositive power with
respect to such shares.
Percentages of the class are based on the 27,911,875 shares of Common Stock
reported to be outstanding in the Quarterly Report on Form 10-Q filed for
the quarter ended September 28, 1996 by Issuer.
The filing of this statement should not be construed as an admission by any
person that such person is, for purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement, except as described above.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
See item 4.
Item 8. Identification and Classification of Members of
the Group.
The Issuer, The Real Estate Fund, the Co-Investment Fund and
MSREIMI are parties to a shareholders agreement dated as of April
6, 1994, as amended by an amendment no. 1 to shareholders
agreement dated as of January 26, 1996 (as amended, the
"Shareholders Agreement"). The Shareholders Agreement imposes
certain restrictions on voting and disposition of shares Common
Stock by the Funds and MSREIMI.
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 14, 1997
Morgan Stanley Real Estate Fund, L.P.
By: MSREF I, L.L.C., General Partner
By: Morgan Stanley Real Estate Fund, Inc.,
as MS Member
By: /s/ Harold W. Lueken
-----------------------------
Name: Harold W. Lueken
Title: Secretary
Morgan Stanley Real Estate
Co-Investment Partnership, L.P.
By: MSREF I-CO, L.L.C., General Partner
By: Morgan Stanley Real Estate Investment
Management II, Inc., as MS Member
By: /s/ Harold W. Lueken
-----------------------------
Name: Harold W. Lueken
Title: Secretary
Morgan Stanley Group Inc.
By: /s/ Edward J. Johnsen
-----------------------------
Name: Edward J. Johnsen
Title: Vice President/Morgan Stanley
& Co. Incorporated
Attention: Intentional misstatements or omissions of fact constitute Federal
Criminal violations (See 18 U.S.C. 10001)
Exhibit Index
Exhibit 1 - Secretary's Certificate
EXHIBIT 1
Secretary's Certificate Authorizing Edward J. Johnsen
to Sign on behalf of Morgan Stanley Group Inc.
SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, a duly elected and acting Assistant
Secretary of Morgan Stanley Group Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), certify that the
following resolutions were duly and validly adopted by a Consent in Lieu of a
Meeting of the Executive Committee of the Board of Directors of the
Corporation dated as of October 19, 1995 and that such resolutions are in full
force and effect on the date hereof.
RESOLVED, that the resolutions adopted on September 8, 1993
and April 17, 1995 relating to signatories to certain reports to be filed with
the Securities and Exchange Commission (the "SEC") are superseded in their
entirety by these resolutions and Stuart J.M. Breslow, Robert G. Koppenol and
Edward J. Johnsen are severally authorized and directed to sign on behalf of
the Corporation any reports to be filed under Section 13 and Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, with the Securities and Exchange Commission, such authorizations
to cease automatically upon termination of employment with any affiliate of
the Corporation; and
RESOLVED FURTHER, that all actions heretofore taken by
Stuart J.M. Breslow, Robert G. Koppenol and Edward J. Johnsen that are within
the authority conferred by the foregoing resolution are approved, ratified and
confirmed in all respects.
RESOLVED, that any and all actions to be taken, caused to be
taken or heretofore taken by any officer of the Corporation in executing any
and all documents, agreements and instruments and in taking any and all steps
(including the payment of all expenses) deemed by such officer as necessary or
desirable to carry out the intents and purposes of the foregoing resolutions
are authorized, ratified and confirmed.
IN WITNESS WHEREOF, I have hereunto set my name and affixed
the seal of the Corporation as of the 20th day of October, 1995.
/s/ Charlene R. Herzer
----------------------
Charlene R. Herzer
Assistant Secretary
